Common use of Adjustments to Basic Rent Clause in Contracts

Adjustments to Basic Rent. (i) In the event of a refinancing as contemplated by Section 16 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1, the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; (ii) In the event that Lessee pays an indemnity obligation under the Tax Indemnity Agreement, then the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Termination Value percentages and the EBO Amounts on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth in Exhibit D in a manner consistent with such recalculation. (iv) Any recalculation of Basic Rent and Termination Value percentages pursuant to this Section 3(c) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) hereto. Such recalculated Basic Rent and Termination Value percentages shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c), shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment of Basic Rent is due, any payments then scheduled to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment Notes. It is agreed that no installment of Basic Rent, payment of Termination Value or EBO Amounts shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant Lien, (ii) any modification of the payment terms of the Equipment Notes made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note or Equipment Notes due to the occurrence of an Indenture Event of Default which does not constitute a Lease Event of Default. (vi) All adjustments to Basic Rent under this Section 3(c) shall be subject to verification pursuant to Section 3(g).

Adjustments to Basic Rent. Following the Delivery Date, all installments of Basic Rent remaining to be paid during the Basic Term shall be recalculated and adjusted, upward or downwards as the case may be (and corresponding adjustments shall be made to the Stipulated Loss Values and the Termination Values applicable during the remaining Basic Term), in the event that (i) In the event Transaction Costs payable by Lessor are more or less than [*] of Lessor's Cost (unless Lessee elects to pay such excess directly), and/or (ii) any tax indemnity payment is financed through a refinancing as contemplated by Section 16 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1, the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth on Exhibit D adjustment. Such adjustment shall be recalculated (upwards or downwards) by the Owner Participant made in such manner as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value greatest extent practicable consistent therewith, the mathematical average of Rents the remaining Basic Rent payments. Adjustments to Lessee; the installments of Basic Rent (iiexpressed as percentages of Lessor's Cost) and conforming adjustments to the Stipulated Loss Values and Termination Values shall be calculated by Lessor in accordance with the terms of this Section 3(c). Lessor shall deliver to Lessee schedules setting forth the revised amounts, which shall be subject to review by Lessee and verification as provided herein. In the event that a dispute regarding any such adjustment is not resolved by written agreement of Lessor and Lessee pays an indemnity obligation under within 30 days following receipt by Lessee of Lessor's schedules of proposed adjustments, Lessee shall have the Tax Indemnity Agreementright by written notice to Lessor within 30 days after receipt of Lessor's proposed adjustments to cause a lease advisory firm or a nationally-recognized firm of accountants selected by Lessor and reasonably acceptable to Lessee to verify shall proposed adjustments. Lessor shall provide to such firm, then but not, in any circumstances, to Lessee or any representatives of Lessee, on a confidential basis, such information as such firm may reasonably require, including, without limitation, a true copy of this Lease and a full description of the methodology and assumptions employed by Lessor in calculating the Basic Rent and Stipulated Loss Values and Termination Value percentages set forth Values as in Exhibit C effect on the Delivery Date and a true copy of the EBO Amounts set forth on Exhibit D shall be recalculated (upwards or downwards) calculations of the adjustments performed by Lessor at the Owner Participanttime, using to enable such firm to determine whether the adjustments proposed by Lessor are mathematically accurate, apply the same methods methodology and assumptions (except to the extent changed by the events giving rise to such assumptions shall be varied to take into account the Loss (recalculation) as defined were employed in the Tax Indemnity Agreement) that is calculations of the subject of such indemnification Basic Rent, Stipulated Loss Values and any prior or contemporaneous Loss) used to calculate the Termination Value percentages and the EBO Amounts Values in effect on the Delivery Date, and are otherwise in order conformity with the provisions of this Lease. Lessee and its financial advisors shall be entitled to (1) maintain submit to such firm such data and views concerning the Owner Participant's Net Economic Return proposed adjustments as Lessee may elect. The firm shall be requested to deliver to each of Lessor and (2) Lessee within 30 days after its appointment its determination as to the extent possible consistent changes, if any, that are appropriate with clause (1) hereofrespect to the adjustments proposed by Lessor. The adjustments proposed by Lessor, minimize if not disputed by Lessee as provided above, or the Net Present Value determination of Rents the firm as provided above, as the case may be, shall be conclusive, final and binding upon Lessor and Lessee. No dispute concerning any adjustment shall release Lessee from its obligations to Lessee. (iii) Whenever pay the Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the or Stipulated Loss Value or Termination Value percentages as then set forth in Exhibit C herein. All reasonable fees and expenses payable to the EBO Amounts set forth in Exhibit D in a manner consistent with such recalculation. (iv) Any recalculation of Basic Rent and Termination Value percentages outside firm pursuant to this Section 3(c) shall be paid by Lessee, except that such fees and expenses shall be shared equally by Lessor and Lessee if, as a result of changes determined by the Owner Participant firm, the net present value, discounted at the Base Rate, of Basic Rent -------- * Confidential remaining to be paid is [*] or more lower than it would have been under the adjustments proposed by Lessor. Any adjustments made pursuant to this Section 3(c) shall (i) be made so as to avoid characterization of this Lease as a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Code and shall be subject the Treasury Regulations promulgated thereunder, and (ii) comply with the requirements of Revenue Procedure 75-21 and 75-28 (or any successor relevant procedures), except to the verification procedures set forth extent that on the Delivery Date the Lease constituted such a "disqualified leaseback or long-term agreement" or was not in compliance with the revenue procedure referred to above. All adjustments required pursuant to this Section 3(g3(c) hereto. Such recalculated Basic Rent and Termination Value percentages shall be set forth in a Lease Supplement or in an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c), shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment of Basic Rent is due, any payments then scheduled to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment Notes. It is agreed that no installment of Basic Rent, payment of Termination Value or EBO Amounts shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant Lien, (ii) any modification of the payment terms of the Equipment Notes made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note or Equipment Notes due to the occurrence of an Indenture Event of Default which does not constitute a Lease Event of Default. (vi) All adjustments to Basic Rent under this Section 3(c) shall be subject to verification pursuant to Section 3(g).

Adjustments to Basic Rent. (i) In the event that (A) the Delivery Date occurs other than on [____________________], (B) Transaction Expenses paid by Lessor pursuant to Section 16(a) of the Participation Agreement are determined to be other than [_____]% of Lessor's Cost, or (C) there is a change in tax law (including the issuance of proposed regulations) after [________________]and on or prior to the Delivery Date, then in each case the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit D [, the Initial Installments, the Remaining Installments] and the Special Purchase Price shall be recalculated by the Owner Participant, on or prior to [__________________], using the same methods and assumptions used to calculate original Basic Rent, Stipulated Loss Value and Termination Value percentages [, the Initial Installments, the Remaining Installments] and the Special Purchase Price in order to: (1) maintain the Owner Participant's Net Economic Return and (2) minimize the Net Present Value of Rents to Lessee to the extent possible consistent with clause (1) hereof. In such recalculation there will be no change in the amortization of the Secured Certificates. (ii) (A) In the event of a refinancing as contemplated by Section 16 17 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D [, the Initial Installments, the Remaining Installments] and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; Lessee and (iiB) In in the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement pursuant to Section 4(d)(ii) of the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D [, the Initial Installments, the Remaining Installments] and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Stipulated Loss Value percentages, the Termination Value percentages [, the Initial Installments, the Remaining Installments] and the EBO Amounts Special Purchase Price on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth in Exhibit D in a manner consistent with such recalculation[Intentionally Omitted]. (iv) Any recalculation of Basic Rent Rent, Stipulated Loss Value and Termination Value percentages percentages[, the Initial Installments, the Remaining Installments] and the Special Purchase Price pursuant to this Section 3(c3(d) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) Exhibit E hereto. Such recalculated Basic Rent Rent, Stipulated Loss Value and Termination Value percentages and Special Purchase Price shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) notwithstanding, each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c3(d), shall shall, and each payment of Termination Value and Stipulated Loss Value, whether or not adjusted in accordance with this Section 3(d), shall, together with all other amounts (including an amount equal to the Make-Whole Amount, if any, payable by Lessor on the Secured Certificates) payable simultaneously by Lessee pursuant to this Lease, in each case be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment amount of Basic Rent is due, any payments then scheduled required to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premiumMake-Whole Amount, if any, and interest on the Equipment NotesSecured Certificates. It is agreed that no installment of Basic Rent, Rent or payment of Termination Value or EBO Amounts Stipulated Loss Value shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes Secured Certificates made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note Secured Certificate or Equipment Notes Secured Certificates due to the occurrence of an Indenture "Event of Default Default" (as defined in the Trust Indenture) which does not constitute a Lease an Event of DefaultDefault hereunder. (vi) All adjustments to Basic Rent under this Section 3(c3(d) shall be (A) in compliance with the tests of Sections 4.02(5) and 4.07 of Rev. Proc. 75-28 and will not cause this Lease to constitute a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Internal Revenue Code of 1986, as amended, as each is then in effect and (B) subject to verification pursuant to Section 3(g).Exhibit E.

Adjustments to Basic Rent. (i) In the event of a refinancing as contemplated by Section 16 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1B, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; (ii) In the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Termination Value percentages and the EBO Amounts Amount on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth in Exhibit D in a manner consistent with such recalculation. (iv) Any recalculation of Basic Rent and Termination Value percentages pursuant to this Section 3(c) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) Exhibit E hereto. Such recalculated Basic Rent and Termination Value percentages shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c), shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment of Basic Rent is due, any payments then scheduled to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Lease Period Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Lease Period Date, the outstanding principal of, premium, if any, and interest on the Equipment Notes. It is agreed that no installment of Basic Rent, payment of Termination Value or EBO Amounts Amount shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien or other Lien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note or Equipment Notes due to the occurrence of an Indenture Event of Default which does not constitute a Lease Event of Default. (vi) All adjustments to Basic Rent under this Section 3(c) shall be subject to verification pursuant to Section 3(g).Exhibit E.

Adjustments to Basic Rent. (i) In the event that (A) the Delivery Date occurs other than on [____________________], (B) Transaction Expenses paid by Lessor pursuant to Section 16(a) of the Participation Agreement are determined to be other than [_____]% of Lessor's Cost, or (C) there is a change in tax law (including the issuance of proposed regulations) after [________________]and on or prior to the Delivery Date, then in each case the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit D [, the Initial Installments, the Remaining Installments] and the Special Purchase Price shall be recalculated by the Owner Participant, on or prior to [__________________], using the same methods and assumptions used to calculate original Basic Rent, Stipulated Loss Value and Termination Value percentages [, the Initial Installments, the Remaining Installments] and the Special Purchase Price in order to: (1) maintain the Owner Participant's Net Economic Return and (2) minimize the Net Present Value of Rents to Lessee to the extent possible consistent with clause (1) hereof. In such recalculation there will be no change in the amortization of the Secured Certificates. (ii) (A) In the event of a refinancing as contemplated by Section 16 17 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D [, the Initial Installments, the Remaining Installments] and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; Lessee and (iiB) In in the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement pursuant to Section 4(d)(ii) of the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D [, the Initial Installments, the Remaining Installments] and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Stipulated Loss Value percentages, the Termination Value percentages [, the Initial Installments, the Remaining Installments] and the EBO Amounts Special Purchase Price on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth in Exhibit D in a manner consistent with such recalculation[Intentionally Omitted]. (iv) Any recalculation of Basic Rent Rent, Stipulated Loss Value and Termination Value percentages percentages[, the Initial Installments, the Remaining Installments] and the Special Purchase Price pursuant to this Section 3(c3(d) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) Exhibit E hereto. Such recalculated Basic Rent Rent, Stipulated Loss Value and Termination Value percentages and Special Purchase Price shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) notwithstanding, each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c3(d), shall shall, and each payment of Termination Value and Stipulated Loss Value, whether or not adjusted in accordance with this Section 3(d), shall, together with all other amounts (including an amount equal to the premium, if any, payable by Lessor on the Secured Certificates) payable simultaneously by Lessee pursuant to this Lease, in each case be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment amount of Basic Rent is due, any payments then scheduled required to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment NotesSecured Certificates. It is agreed that no installment of Basic Rent, Rent or payment of Termination Value or EBO Amounts Stipulated Loss Value shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes Secured Certificates made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note Secured Certificate or Equipment Notes Secured Certificates due to the occurrence of an Indenture "Event of Default Default" (as defined in the Trust Indenture) which does not constitute a Lease an Event of DefaultDefault hereunder. (vi) All adjustments to Basic Rent under this Section 3(c3(d) shall be (A) in compliance with the tests of xx.xx. 4.02(5) and 4.07 of Rev. Proc. 75-28 and will not cause this Lease to constitute a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Internal Revenue Code of 1986, as amended, as each is then in effect and (B) subject to verification pursuant to Section 3(g).Exhibit E.

Adjustments to Basic Rent. (i) In the event of a refinancing as contemplated by Section 16 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1B, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; (ii) In the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Termination Value percentages and the EBO Amounts Amount on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth in Exhibit D in a manner consistent with such recalculation. (iv) Any recalculation of Basic Rent and Termination Value percentages pursuant to this Section 3(c) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) Exhibit E hereto. Such recalculated Basic Rent and Termination Value percentages shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding notwithstanding, (I) each installment of Basic Rent payable hereunderpayable, whether or not adjusted in accordance with this Section 3(c), together with any Advance or payment made by Lessee pursuant to Section 3(g) and payment of Deferred Equity Amount made by the Owner Participant under Section 7(cc) of the Participation Agreement(1) shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment of Basic Rent Rent[, Advance or Deferred Equity Amount](2) is due, any payments then scheduled to be made on account of the principal of of, if any, and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment Notes. It is agreed that no installment of Basic Rent, payment of Termination Value or EBO Amounts Amount shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien or other Lien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note or Equipment Notes due to the occurrence of an Indenture Event of Default which does not constitute a Lease Event of Default. (1) For deferred equity transactions only. (2) For deferred equity transactions only. (vi) All adjustments to Basic Rent under this Section 3(c) shall be subject to verification pursuant to Section 3(g).Exhibit E.

Adjustments to Basic Rent. (i) In the event of a refinancing as contemplated by Section 16 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; (ii) In the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Termination Value percentages and the EBO Amounts Amount on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth in Exhibit D in a manner consistent with such recalculation. (iv) Any recalculation of Basic Rent and Termination Value percentages pursuant to this Section 3(c) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) hereto. Such recalculated Basic Rent and Termination Value percentages shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding notwithstanding, (I) each installment of Basic Rent payable hereunderpayable, whether or not adjusted in accordance with this Section 3(c), together with any Advance or payment made by Lessee pursuant to Section 3(h) and payment of Deferred Equity Amount made by the Owner Participant under Section 7(cc) of the Participation Agreement(1) shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment of Basic Rent Rent[, Advance or Deferred Equity Amount](2) is due, any payments then scheduled to be made on account of the principal of of, if any, and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment Notes. It is agreed that no installment of Basic Rent, payment of Termination Value or EBO Amounts Amount shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien or other Lien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note or Equipment Notes due to the occurrence of an Indenture Event of Default which does not constitute a Lease Event of Default. -------- 1 For deferred equity transactions only. 2 For deferred equity transactions only. (vi) All adjustments to Basic Rent under this Section 3(c) shall be subject to verification pursuant to Section 3(g).

Adjustments to Basic Rent. (i) In the event of a refinancing as contemplated by Section 16 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1B, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; (ii) In the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement pursuant to Section [__] of the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Termination Value percentages and the EBO Amounts Amount on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages Percentages set forth in Exhibit C and the EBO Amounts Amount set forth in Exhibit D in a manner consistent with such recalculation. (iv) Any recalculation of Basic Rent and Termination Value percentages pursuant to this Section 3(c) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) Exhibit E hereto. Such recalculated Basic Rent and Termination Value percentages shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) notwithstanding, each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c), shall shall, together with all other amounts (including an amount equal to the premium, if any, payable by Lessor on the Equipment Notes) payable simultaneously by Lessee pursuant to this Lease, in each case be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment amount of Basic Rent is due, any payments then scheduled required to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment Notes. It is agreed that no installment of Basic Rent, payment of Termination Value or EBO Amounts Amount shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien or other Lien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note or Equipment Notes due to the occurrence of an Indenture Event of Default which does not constitute a Lease Event of Default. (vi) All adjustments to Basic Rent under this Section 3(c) shall be (A) in compliance with the tests of Sections 4.02(5) and 4.07 of Rev. Proc. 75-28 and with one or more of any "safe harbors" from characterization of this Lease as a "disqualified leaseback or long- term agreement" set forth in Section 467 of the Code (or any proposed, temporary or final regulations thereunder applicable to this Lease) or, if no "safe harbor" exists, made in a manner to avoid characterization of this Lease as a "disqualified leaseback or long- term agreement" within the meaning of Section 467 of the Code and (B) subject to verification pursuant to Section 3(g).Exhibit E.

Adjustments to Basic Rent. (i) In the event of a refinancing as contemplated by Section 16 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1, the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; (ii) In the event that Lessee pays an indemnity obligation under the Tax Indemnity Agreement, then the Basic Rent amounts set forth on EXHIBIT B-1, the Termination Value percentages amounts and the Event of Default Termination Value amounts set forth in Exhibit C on EXHIBIT C-1 OR C-2, as applicable (and on SCHEDULE B to the Tax Indemnity Agreement) and the EBO Amounts Amount set forth on Exhibit EXHIBIT D shall be recalculated (upwards or downwards) downwards by the Owner Participant, Lessor using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent amounts, the Termination Value percentages amounts, the Event of Default Termination Value amounts and the EBO Amounts on Amount as the Delivery Datesame were amended or added pursuant to, and as the same are set forth in, the Amendment Agreement and the Tax Indemnity Agreement Amendment in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with the preceding clause (1) hereof), minimize the Net Present Value of Rents to LesseeRents. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth in Exhibit D in a manner consistent with such recalculation. (ivii) Any recalculation of Basic Rent and amounts, Termination Value percentages amounts, Event of Default Termination Value amounts and EBO Amount pursuant to this Section SECTION 3(c) shall be determined by the Owner Participant Lessor and shall be subject to the verification procedures procedure set forth in Section SECTION 3(g). (iii) hereto. Such recalculated Any such adjusted Basic Rent and amounts, Termination Value percentages amounts, Event of Default Termination Value amounts and EBO Amount shall be set forth in a Lease Supplement or an amendment to this the Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c), shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment of Basic Rent is due, any payments then scheduled to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment Notes. It is agreed that no installment of Basic Rent, payment of Termination Value or EBO Amounts shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant Lien, (ii) any modification of the payment terms of the Equipment Notes made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note or Equipment Notes due to the occurrence of an Indenture Event of Default which does not constitute a Lease Event of Default. (vi) All adjustments to Basic Rent under this Section 3(c) shall be subject to verification pursuant to Section 3(g).

Adjustments to Basic Rent. (i) In the event of a refinancing as contemplated by Section 16 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; (ii) In the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Termination Value percentages and the EBO Amounts Amount on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth in Exhibit D in a manner consistent with such recalculation. (iv) Any recalculation of Basic Rent and Termination Value percentages pursuant to this Section 3(c) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) hereto. Such recalculated Basic Rent and Termination Value percentages shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding notwithstanding, (I) each installment of Basic Rent payable hereunderpayable, whether or not adjusted in accordance with this Section 3(c), together with any Advance or payment made by Lessee pursuant to Section 3(h) and payment of Deferred Equity Amount made by the Owner Participant under Section 7(cc) of the Participation Agreement1 shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment of Basic Rent Rent[, Advance or Deferred Equity Amount]2 is due, any payments then scheduled to be made on account of the principal of of, if any, and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment Notes. It is agreed that no installment of Basic Rent, payment of Termination Value or EBO Amounts Amount shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien or other Lien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note or Equipment Notes due to the occurrence of an Indenture Event of Default which does not constitute a Lease Event of Default. (vi) All adjustments to Basic Rent under this Section 3(c) shall be subject to verification pursuant to Section 3(g).

Adjustments to Basic Rent. (i) In the event that (A) the Delivery Date occurs other than on [____________________], (B) Transaction Expenses paid by Lessor pursuant to Section 16(a) of the Participation Agreement are determined to be other than [_____]% of Lessor's Cost, or (C) there is a change in tax law (including the issuance of proposed regulations) after [________________]and on or prior to the Delivery Date, then in each case the Basic Rent percentages set forth in EXHIBIT B, the Stipulated Loss Value percentages set forth in EXHIBIT C, the Termination Value percentages set forth in EXHIBIT D [, the Initial Installments, the Remaining Installments] and the Special Purchase Price shall be recalculated by the Owner Participant, on or prior to [__________________], using the same methods and assumptions used to calculate original Basic Rent, Stipulated Loss Value and Termination Value percentages [, the Initial Installments, the Remaining Installments] and the Special Purchase Price in order to: (1) maintain the Owner Participant's Net Economic Return and (2) minimize the Net Present Value of Rents to Lessee to the extent possible consistent with clause (1) hereof. In such recalculation there will be no change in the amortization of the Secured Certificates. (ii) (A) In the event of a refinancing as contemplated by Section 16 17 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1EXHIBIT B, the Stipulated Loss Value percentages set forth in EXHIBIT C, the Termination Value percentages set forth in Exhibit C EXHIBIT D [, the Initial Installments, the Remaining Installments] and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; Lessee and (iiB) In in the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement pursuant to Section 4(d)(ii) of the Tax Indemnity Agreement, then the Basic Rent percentages set forth in EXHIBIT B, the Stipulated Loss Value percentages set forth in EXHIBIT C, the Termination Value percentages set forth in Exhibit C EXHIBIT D [, the Initial Installments, the Remaining Installments] and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Stipulated Loss Value percentages, the Termination Value percentages [, the Initial Installments, the Remaining Installments] and the EBO Amounts Special Purchase Price on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth in Exhibit D in a manner consistent with such recalculation[Intentionally Omitted]. (iv) Any recalculation of Basic Rent Rent, Stipulated Loss Value and Termination Value percentages percentages[, the Initial Installments, the Remaining Installments] and the Special Purchase Price pursuant to this Section 3(c3(d) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) EXHIBIT E hereto. Such recalculated Basic Rent Rent, Stipulated Loss Value and Termination Value percentages and Special Purchase Price shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) notwithstanding, each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c3(d), shall shall, and each payment of Termination Value and Stipulated Loss Value, whether or not adjusted in accordance with this Section 3(d), shall, together with all other amounts (including an amount equal to the Make-Whole Amount, if any, payable by Lessor on the Secured Certificates) payable simultaneously by Lessee pursuant to this Lease, in each case be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment amount of Basic Rent is due, any payments then scheduled required to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premiumMake-Whole Amount, if any, and interest on the Equipment NotesSecured Certificates. It is agreed that no installment of Basic Rent, Rent or payment of Termination Value or EBO Amounts Stipulated Loss Value shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes Secured Certificates made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note Secured Certificate or Equipment Notes Secured Certificates due to the occurrence of an Indenture "Event of Default Default" (as defined in the Trust Indenture) which does not constitute a Lease an Event of DefaultDefault hereunder. (vi) All adjustments to Basic Rent under this Section 3(c3(d) shall be (A) in compliance with the tests of xx.xx. 4.02(5) and 4.07 of Rev. Proc. 75-28 and will not cause this Lease to constitute a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Internal Revenue Code of 1986, as amended, as each is then in effect and (B) subject to verification pursuant to Section 3(g).EXHIBIT E.

Adjustments to Basic Rent. (i) In the event of a refinancing as contemplated by Section 16 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; (ii) In the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Termination Value percentages and the EBO Amounts Amount on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth in Exhibit D in a manner consistent with such recalculation. (iv) Any recalculation of Basic Rent and Termination Value percentages pursuant to this Section 3(c) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) hereto. Such recalculated Basic Rent and Termination Value percentages shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding notwithstanding, (I) each installment of Basic Rent payable hereunderpayable, whether or not adjusted in accordance with this Section 3(c), together with any Advance or payment made by Lessee pursuant to Section 3(h) and payment of Deferred Equity Amount made by the Owner Participant under Section 7(cc) of the Participation Agreement(1) shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment of Basic Rent Rent[, Advance or Deferred Equity Amount](2) is due, any payments then scheduled to be made on account of the principal of of, if any, and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment Notes. It is agreed that no installment of Basic Rent, payment of Termination Value or EBO Amounts Amount shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien or other Lien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note or Equipment Notes due to the occurrence of an Indenture Event of Default which does not constitute a Lease Event of Default. (vi) All adjustments to Basic Rent under this Section 3(c) shall be subject to verification pursuant to Section 3(g).

Adjustments to Basic Rent. (i) In the event that (A) the Delivery Date occurs other than on Xxxxx 00, 0000, (X) Transaction Expenses paid by Lessor pursuant to Section 16(a) of the Participation Agreement are determined to be other than 2.0900% of Lessor's Cost, or (C) there is a change in tax law (including the issuance of proposed regulations) after December 1, 1997 and on or prior to the Delivery Date, then in each case the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit D and the Special Purchase Price shall be recalculated by the Owner Participant, on or prior to June 15, 1998, using the same methods and assumptions used to calculate original Basic Rent, Stipulated Loss Value and Termination Value percentages and the Special Purchase Price in order to: (1) maintain the Owner Participant's Net Economic Return and (2) minimize the Net Present Value of Rents to Lessee to the extent possible consistent with clause (1) hereof. In such recalculation there will be no change in the amortization of the Secured Certificates. (ii) (A) In the event of a refinancing as contemplated by Section 16 17 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; Lessee and (iiB) In in the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement pursuant to Section 4(d)(ii) of the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Stipulated Loss Value percentages, the Termination Value percentages and the EBO Amounts Special Purchase Price on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth in Exhibit D in a manner consistent with such recalculation[Intentionally Omitted]. (iv) Any recalculation of Basic Rent Rent, Stipulated Loss Value and Termination Value percentages and the Special Purchase Price pursuant to this Section 3(c3(d) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) Exhibit E hereto. Such recalculated Basic Rent Rent, Stipulated Loss Value and Termination Value percentages and Special Purchase Price shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) notwithstanding, each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c3(d), shall shall, and each payment of Termination Value and Stipulated Loss Value, whether or not adjusted in accordance with this Section 3(d), shall, together with all other amounts (including an amount equal to the premium, if any, payable by Lessor on the Secured Certificates) payable simultaneously by Lessee pursuant to this Lease, in each case be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment amount of Basic Rent is due, any payments then scheduled required to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment NotesSecured Certificates. It is agreed that no installment of Basic Rent, Rent or payment of Termination Value or EBO Amounts Stipulated Loss Value shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes Secured Certificates made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note Secured Certificate or Equipment Notes Secured Certificates due to the occurrence of an Indenture "Event of Default Default" (as defined in the Trust Indenture) which does not constitute a Lease an Event of DefaultDefault hereunder. (vi) All adjustments to Basic Rent under this Section 3(c3(d) shall be (A) in compliance with the tests of xx.xx. 4.02(5) and 4.07 of Rev. Proc. 75-28 and will not cause this Lease to constitute a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Internal Revenue Code of 1986, as amended, as each is then in effect and (B) subject to verification pursuant to Section 3(g).Exhibit E.

Adjustments to Basic Rent. (i) In the event that (A) the Delivery Date occurs other than on [____________________], or (B) Transaction Expenses paid by Lessor pursuant to Section 16(a) of the Participation Agreement are determined to be other than [_____]% of Lessor's Cost, then in each case the Basic Rent percentages set forth in Exhibit B-1, the allocation of Basic Rent set forth in Exhibit B-2, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit D [, the Initial Installments, the Remaining Installments] and the Special Purchase Price shall be recalculated by the Owner Participant, on or prior to [__________________], using the same methods and assumptions used to calculate original Basic Rent percentages and allocations, Stipulated Loss Value and Termination Value percentages [, the Initial Installments, the Remaining Installments] and the Special Purchase Price in order to: (1) maintain the Owner Participant's Net Economic Return and (2) minimize the Net Present Value of Rents to Lessee to the extent possible consistent with clause (1) hereof. In such recalculation there will be no change in the amortization of the Secured Certificates. (ii) (A) In the event of a refinancing as contemplated by Section 16 17 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1, the allocation of Basic Rent set forth in Exhibit B-2, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D [, the Initial Installments, the Remaining Installments] and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; Lessee and (iiB) In in the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement pursuant to Section 4(d)(ii) of the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B-1, the allocation of Basic Rent set forth in Exhibit B-2, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D [, the Initial Installments, the Remaining Installments] and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages and allocations, the Stipulated Loss Value percentages, the Termination Value percentages [, the Initial Installments, the Remaining Installments] and the EBO Amounts Special Purchase Price on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth in Exhibit D in a manner consistent with such recalculation[Intentionally Omitted]. (iv) Any recalculation of Basic Rent percentages and allocations, Stipulated Loss Value and Termination Value percentages percentages[, the Initial Installments, the Remaining Installments] and the Special Purchase Price pursuant to this Section 3(c3(d) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) Exhibit E hereto. Such recalculated Basic Rent percentages and allocations, Stipulated Loss Value and Termination Value percentages and Special Purchase Price shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) notwithstanding, each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c3(d), shall shall, and each payment of Termination Value and Stipulated Loss Value, whether or not adjusted in accordance with this Section 3(d), shall, together with all other amounts (including an amount equal to the Make-Whole Amount, if any, payable by Lessor on the Secured Certificates) payable simultaneously by Lessee pursuant to this Lease, in each case be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment amount of Basic Rent is due, any payments then scheduled required to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premiumMake-Whole Amount, if any, and interest on the Equipment NotesSecured Certificates. It is agreed that no installment of Basic Rent, Rent or payment of Termination Value or EBO Amounts Stipulated Loss Value shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes Secured Certificates made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note Secured Certificate or Equipment Notes Secured Certificates due to the occurrence of an Indenture "Event of Default Default" (as defined in the Trust Indenture) which does not constitute a Lease an Event of DefaultDefault hereunder. (vi) All adjustments to Basic Rent percentages and allocations under this Section 3(c3(d) shall be (A) in compliance with the tests of ss.ss. 4.02(5) and 4.07 of Rev. Proc. 2001-29 and will not cause this Lease to constitute a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Internal Revenue Code of 1986, as amended, as each is then in effect and (B) subject to verification pursuant to Section 3(g).Exhibit E.

Adjustments to Basic Rent. (i) In the event that (A) the Delivery Date occurs other than on [____________________], (B) Transaction Expenses paid by Lessor pursuant to Section 16(a) of the Participation Agreement are determined to be other than [_____]% of Lessor's Cost, or (C) there is a change in tax law (including the issuance of proposed regulations) after [________________] and on or prior to the Delivery Date, then in each case the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit D [, the Initial Installments, the Remaining Installments] and the Special Purchase Price shall be recalculated by the Owner Participant, on or prior to [__________________], using the same methods and assumptions used to calculate original Basic Rent, Stipulated Loss Value and Termination Value percentages [, the Initial Installments, the Remaining Installments] and the Special Purchase Price in order to: (1) maintain the Owner Participant's Net Economic Return and (2) minimize the Net Present Value of Rents to Lessee to the extent possible consistent with clause (1) hereof. In such recalculation there will be no change in the amortization of the Secured Certificates. (ii) (A) In the event of a refinancing as contemplated by Section 16 17 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D [, the Initial Installments, the Remaining Installments] and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; Lessee and (iiB) In in the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement pursuant to Section 4(d)(ii) of the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D [, the Initial Installments, the Remaining Installments] and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Stipulated Loss Value percentages, the Termination Value percentages [, the Initial Installments, the Remaining Installments] and the EBO Amounts Special Purchase Price on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth in Exhibit D in a manner consistent with such recalculation[Intentionally Omitted]. (iv) Any recalculation of Basic Rent Rent, Stipulated Loss Value and Termination Value percentages [, the Initial Installments, the Remaining Installments] and the Special Purchase Price pursuant to this Section 3(c3(d) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) Exhibit E hereto. Such recalculated Basic Rent Rent, Stipulated Loss Value and Termination Value percentages and Special Purchase Price shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) notwithstanding, each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c3(d), shall shall, and each payment of Termination Value and Stipulated Loss Value, whether or not adjusted in accordance with this Section 3(d), shall, together with all other amounts (including an amount equal to the premium, if any, payable by Lessor on the Secured Certificates) payable simultaneously by Lessee pursuant to this Lease, in each case be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment amount of Basic Rent is due, any payments then scheduled required to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment NotesSecured Certificates. It is agreed that no installment of Basic Rent, Rent or payment of Termination Value or EBO Amounts Stipulated Loss Value shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes Secured Certificates made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note Secured Certificate or Equipment Notes Secured Certificates due to the occurrence of an Indenture "Event of Default Default" (as defined in the Trust Indenture) which does not constitute a Lease an Event of DefaultDefault hereunder. (vi) All adjustments to Basic Rent under this Section 3(c3(d) shall be (A) in compliance with the tests of xx.xx. 4.02(5) and 4.07 of Rev. Proc. 75-28 and will not cause this Lease to constitute a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Internal Revenue Code of 1986, as amended, as each is then in effect and (B) subject to verification pursuant to Section 3(g).Exhibit E.

Adjustments to Basic Rent. (i) In the event that (A) the Delivery Date occurs other than on September 25, 1997, or (B) Transaction Expenses paid by Lessor pursuant to Section 16(a) of the Participation Agreement are determined to be other than 1.37% of Lessor's Cost, then in each case the Basic Rent percentages set forth in Exhibit B and Stipulated Loss Value percentages set forth in Exhibit C and the Termination Value percentages set forth in Exhibit D shall be recalculated by the Owner Participant, on or prior to December 30, 1997, using the same methods and assumptions used to calculate original Basic Rent, Stipulated Loss Value and Termination Value percentages, in order to: (1) maintain the Owner Participant's Net Economic Return and (2) minimize the Net Present Value of Rents to Lessee to the extent possible consistent with clause (1) hereof. In such recalculation there will be no change in the amortization of the Secured Certificates. (ii) (A) In the event of a refinancing as contemplated by Section 16 17 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1, the Termination B and Stipulated Loss Value percentages set forth in Exhibit C and the EBO Amounts Termination Value percentages set forth on in Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; Lessee and (iiB) In in the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement pursuant to Section 4(d)(ii) of the Tax Indemnity Agreement, then the Termination Basic Rent percentages set forth in Exhibit B and the Stipulated Loss Value percentages set forth in Exhibit C and the EBO Amounts Termination Value percentages set forth on in Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Termination Basic Rent percentages, the Stipulated Loss Value percentages and the EBO Amounts Termination Value percentages on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth in Exhibit D in a manner consistent with such recalculation. (iv) Any recalculation of Basic Rent and Termination Value percentages pursuant to this Section 3(c) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) hereto. Such recalculated Basic Rent and Termination Value percentages shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c), shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment of Basic Rent is due, any payments then scheduled to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment Notes. It is agreed that no installment of Basic Rent, payment of Termination Value or EBO Amounts shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant Lien, (ii) any modification of the payment terms of the Equipment Notes made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note or Equipment Notes due to the occurrence of an Indenture Event of Default which does not constitute a Lease Event of Default. (vi) All adjustments to Basic Rent under this Section 3(c) shall be subject to verification pursuant to Section 3(g).

Adjustments to Basic Rent. (i) In the event that (A) the Delivery Date occurs other than on December 30, 1997, (B) Transaction Expenses paid by Lessor pursuant to Section 16(a) of the Participation Agreement are determined to be other than 2.0772% of Lessor's Cost, or (C) there is a change in tax law (including the issuance of proposed regulations) after December 1, 1997 and on or prior to the Delivery Date, then in each case the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit D and the Special Purchase Price shall be recalculated by the Owner Participant, on or prior to April 30, 1998, using the same methods and assumptions used to calculate original Basic Rent, Stipulated Loss Value and Termination Value percentages and the Special Purchase Price in order to: (1) maintain the Owner Participant's Net Economic Return and (2) minimize the Net Present Value of Rents to Lessee to the extent possible consistent with clause (1) hereof. In such recalculation there will be no change in the amortization of the Secured Certificates. (ii) (A) In the event of a refinancing as contemplated by Section 16 17 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; Lessee and (iiB) In in the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement pursuant to Section 4(d)(ii) of the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Stipulated Loss Value percentages, the Termination Value percentages and the EBO Amounts Special Purchase Price on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth in Exhibit D in a manner consistent with such recalculation[Intentionally Omitted]. (iv) Any recalculation of Basic Rent Rent, Stipulated Loss Value and Termination Value percentages and the Special Purchase Price pursuant to this Section 3(c3(d) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) Exhibit E hereto. Such recalculated Basic Rent Rent, Stipulated Loss Value and Termination Value percentages and Special Purchase Price shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) notwithstanding, each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c3(d), shall shall, and each payment of Termination Value and Stipulated Loss Value, whether or not adjusted in accordance with this Section 3(d), shall, together with all other amounts (including an amount equal to the premium, if any, payable by Lessor on the Secured Certificates) payable simultaneously by Lessee pursuant to this Lease, in each case be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment amount of Basic Rent is due, any payments then scheduled required to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment NotesSecured Certificates. It is agreed that no installment of Basic Rent, Rent or payment of Termination Value or EBO Amounts Stipulated Loss Value shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes Secured Certificates made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note Secured Certificate or Equipment Notes Secured Certificates due to the occurrence of an Indenture "Event of Default Default" (as defined in the Trust Indenture) which does not constitute a Lease an Event of DefaultDefault hereunder. (vi) All adjustments to Basic Rent under this Section 3(c3(d) shall be (A) in compliance with the tests of xx.xx. 4.02(5) and 4.07 of Rev. Proc. 75-28 and will not cause this Lease to constitute a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Internal Revenue Code of 1986, as amended, as each is then in effect and (B) subject to verification pursuant to Section 3(g).Exhibit E.

Adjustments to Basic Rent. (i) In the event that (A) the Delivery Date occurs other than on ___________, 199_, or (B) Transaction Expenses paid by Lessor pursuant to Section 16(a) of the Participation Agreement are determined to be other than ___% of Lessor's Cost, then in each case the Basic Rent percentages set forth in EXHIBIT B and Stipulated Loss Value percentages set forth in EXHIBIT C and the Termination Value percentages set forth in EXHIBIT D shall be recalculated by the Owner Participant, on or prior to ____________, 199_ using the same methods and assumptions used to calculate original Basic Rent, Stipulated Loss Value and Termination Value percentages, in order to: (1) maintain the Owner Participant's Net Economic Return and (2) minimize the Net Present Value of Rents to Lessee to the extent possible consistent with clause (1) hereof. In such recalculation there will be no change in the amortization of the Secured Certificates. (ii) (A) In the event of a refinancing as contemplated by Section 16 17 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1, EXHIBIT B and Stipulated Loss Value percentages set forth in EXHIBIT C and the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth on Exhibit EXHIBIT D shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; Lessee and (iiB) In in the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement pursuant to Section 4(d)(ii) of the Tax Indemnity Agreement, then the Basic Rent percentages set forth in EXHIBIT B and the Stipulated Loss Value percentages set forth in EXHIBIT C and the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth on Exhibit EXHIBIT D shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Termination Basic Rent percentages, the Stipulated Loss Value percentages and the EBO Amounts Termination Value percentages on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c3(d), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Excess Amounts set forth in Exhibit D EXHIBIT B in a manner consistent with such recalculation. (iv) Any recalculation of Basic Rent Rent, Excess Amounts and Stipulated Loss Value and Termination Value percentages pursuant to this Section 3(c3(d) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) EXHIBIT E hereto. Such recalculated Basic Rent Rent, Excess Amounts and Stipulated Loss Value and Termination Value percentages shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) notwithstanding, each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c3(d), shall shall, together with the amount of the Excess Amount in respect of the date on which such installment is payable, and each payment of Termination Value and Stipulated Loss Value, whether or not adjusted in accordance with this Section 3(d), shall, together with all other amounts (including an amount equal to the premium, if any, payable by Lessor on the Secured Certificates) payable simultaneously by Lessee pursuant to this Lease, in each case be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment amount of Basic Rent is due, any payments then scheduled required to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment NotesSecured Certificates. It is agreed that no installment of Basic Rent, Rent or payment of Termination Value or EBO Amounts Stipulated Loss Value shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien or other Lien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes Secured Certificates made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note Secured Certificate or Equipment Notes Secured Certificates due to the occurrence of an Indenture "Event of Default Default" (as defined in the Trust Indenture) which does not constitute a Lease an Event of DefaultDefault hereunder. (vi) All adjustments to Basic Rent under this Section 3(c3(d) shall be (A) in compliance with the tests of Sections 4.02(5) and 4.07 of Rev. Proc. 75-28 and will not cause this Lease to constitute a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Internal Revenue Code of 1986, as amended, as each is in effect on the Delivery Date and (B) subject to verification pursuant to Section 3(g).EXHIBIT E.

Adjustments to Basic Rent. (i) In the event of a refinancing as contemplated by Section 16 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1B, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; (ii) In the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth on Exhibit D shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Termination Value percentages and the EBO Amounts Amount on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts Amount set forth in Exhibit D in a manner consistent with such recalculation. (iv) Any recalculation of Basic Rent and Termination Value percentages pursuant to this Section 3(c) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) Exhibit E hereto. Such recalculated Basic Rent and Termination Value percentages shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding notwithstanding, (I) each installment of Basic Rent payable hereunderpayable, whether or not adjusted in accordance with this Section 3(c), together with any Advance or payment made by Lessee pursuant to Section 3(g) and payment of Deferred Equity Amount made by the Owner Participant under Section 7(cc) of the Participation Agreement(2) shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment of Basic Rent [, Advance or Deferred Equity Amount](3) is due, any payments then scheduled to be made on account of the principal of of, if any, and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment Notes. It is agreed that no installment of Basic Rent, payment of Termination Value or EBO Amounts Amount shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien or other Lien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note or Equipment Notes due to the occurrence of an Indenture Event of Default which does not constitute a Lease Event of Default. ------------------- 2 For deferred equity transactions only. 3 For deferred equity transactions only. (vi) All adjustments to Basic Rent under this Section 3(c) shall be subject to verification pursuant to Section 3(g).Exhibit E.

Adjustments to Basic Rent. (i) In the event that (A) the Delivery Date occurs other than on May 4, 1998, (B) Transaction Expenses paid by Lessor pursuant to Section 16(a) of the Participation Agreement are determined to be other than 2.085% of Lessor's Cost, or (C) there is a change in tax law (including the issuance of proposed regulations) after December 1, 1997 and on or prior to the Delivery Date, then in each case the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit D and the Special Purchase Price shall be recalculated by the Owner Participant, on or prior to July 15, 1998, using the same methods and assumptions used to calculate original Basic Rent, Stipulated Loss Value and Termination Value percentages and the Special Purchase Price in order to: (1) maintain the Owner Participant's Net Economic Return and (2) minimize the Net Present Value of Rents to Lessee to the extent possible consistent with clause (1) hereof. In such recalculation there will be no change in the amortization of the Secured Certificates. (ii) (A) In the event of a refinancing as contemplated by Section 16 17 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; Lessee and (iiB) In in the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement pursuant to Section 4(d)(ii) of the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D and the EBO Amounts set forth on Exhibit D Special Purchase Price shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Stipulated Loss Value percentages, the Termination Value percentages and the EBO Amounts Special Purchase Price on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth in Exhibit D in a manner consistent with such recalculation[Intentionally Omitted]. (iv) Any recalculation of Basic Rent Rent, Stipulated Loss Value and Termination Value percentages and the Special Purchase Price pursuant to this Section 3(c3(d) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) Exhibit E hereto. Such recalculated Basic Rent Rent, Stipulated Loss Value and Termination Value percentages and Special Purchase Price shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) notwithstanding, each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c3(d), shall shall, and each payment of Termination Value and Stipulated Loss Value, whether or not adjusted in accordance with this Section 3(d), shall, together with all other amounts (including an amount equal to the premium, if any, payable by Lessor on the Secured Certificates) payable simultaneously by Lessee pursuant to this Lease, in each case be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment amount of Basic Rent is due, any payments then scheduled required to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment NotesSecured Certificates. It is agreed that no installment of Basic Rent, Rent or payment of Termination Value or EBO Amounts Stipulated Loss Value shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes Secured Certificates made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note Secured Certificate or Equipment Notes Secured Certificates due to the occurrence of an Indenture "Event of Default Default" (as defined in the Trust Indenture) which does not constitute a Lease an Event of DefaultDefault hereunder. (vi) All adjustments to Basic Rent under this Section 3(c3(d) shall be (A) in compliance with the tests of Sections 4.02(5) and 4.07 of Rev. Proc. 75-28 and will not cause this Lease to constitute a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Internal Revenue Code of 1986, as amended, as each is then in effect and (B) subject to verification pursuant to Section 3(g).Exhibit E.

Adjustments to Basic Rent. (i) In the event that (A) the Delivery Date occurs other than on February 4, 1998, (B) Transaction Expenses paid by Lessor pursuant to Section 16(a) of the Participation Agreement are determined to be other than 2.1399% of Lessor's Cost, or (C) there is a change in tax law (including the issuance of proposed regulations) after November 21, 1997 and on or prior to the Delivery Date, then in each case the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit D, the Special Purchase Price, the Initial Installment and the Remaining Installments shall be recalculated by the Owner Participant, on or prior to May 31, 1998, using the same methods and assumptions used to calculate original Basic Rent, Stipulated Loss Value and Termination Value percentages, the Special Purchase Price, the Initial Installment and the Remaining Installments in order to: (1) maintain the Owner Participant's Net Economic Return and (2) minimize the Net Present Value of Rents to Lessee to the extent possible consistent with clause (1) hereof. In such recalculation there will be no change in the amortization of the Secured Certificates. (ii) In the event of a refinancing as contemplated by Section 16 17 of the Participation Agreement, then the Basic Rent percentages set forth in Exhibit B-1B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D, the Special Purchase Price, the Initial Installment and the EBO Amounts set forth on Exhibit D Remaining Installments shall be recalculated (upwards or downwards) by the Owner Participant as contemplated by such Section 16 to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, to minimize the Net Present Value of Rents to Lessee; Lessee and (iiB) In in the event that Lessee pays an elects to satisfy any indemnity obligation under the Tax Indemnity Agreement pursuant to Section 4(d)(ii) of the Tax Indemnity Agreement, then the Basic Rent percentages set forth in Exhibit B, the Stipulated Loss Value percentages set forth in Exhibit C, the Termination Value percentages set forth in Exhibit C D, the Special Purchase Price, the Initial Installment and the EBO Amounts set forth on Exhibit D Remaining Installments shall be recalculated (upwards or downwards) by the Owner Participant, using the same methods and assumptions (except to the extent such assumptions shall be varied to take into account the Loss (as defined in the Tax Indemnity Agreement) that is the subject of such indemnification and any prior or contemporaneous Loss) used to calculate the Basic Rent percentages, the Stipulated Loss Value percentages, the Termination Value percentages percentages, the Special Purchase Price, the Initial Installment and the EBO Amounts Remaining Installments on the Delivery Date, in order to (1) maintain the Owner Participant's Net Economic Return and (2) to the extent possible consistent with clause (1) hereof, minimize the Net Present Value of Rents to Lessee. (iii) Whenever Basic Rent is recalculated pursuant to this Section 3(c), the Owner Participant shall redetermine the Termination Value percentages set forth in Exhibit C and the EBO Amounts set forth in Exhibit D in a manner consistent with such recalculation[Intentionally Omitted]. (iv) Any recalculation of Basic Rent Rent, Stipulated Loss Value and Termination Value percentages percentages, Special Purchase Price, Initial Installment and Remaining Installments pursuant to this Section 3(c3(d) shall be determined by the Owner Participant and shall be subject to the verification procedures set forth in Section 3(g) Exhibit E hereto. Such recalculated Basic Rent Rent, Stipulated Loss Value and Termination Value percentages percentages, Special Purchase Price, Initial Installment and Remaining Installments shall be set forth in a Lease Supplement or an amendment to this Lease. (v) Anything contained in the Participation Agreement or this Lease to the contrary notwithstanding (I) notwithstanding, each installment of Basic Rent payable hereunder, whether or not adjusted in accordance with this Section 3(c3(d), shall shall, and each payment of Termination Value and Stipulated Loss Value, whether or not adjusted in accordance with this Section 3(d), shall, together with all other amounts (including an amount equal to the premium, if any, payable by Lessor on the Secured Certificates) payable simultaneously by Lessee pursuant to this Lease, in each case be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on the date on which such installment amount of Basic Rent is due, any payments then scheduled required to be made on account of the principal of and interest on the Equipment Notes and (II) the amount of Termination Value payable on any Termination Date, Loss Payment Date or, in the case of payments under Sections 15 and 20, Rent Payment Date, whether or not adjusted in accordance with this Section 3(c), together with all other amounts payable hereunder and under the Operative Documents by Lessee on such date and the amount of the premium, if any, payable by Lessor on the Equipment Notes, shall be, under any circumstances and in any event, in an amount at least sufficient for Lessor to pay in full, on such Termination Date, Loss Payment Date or Rent Payment Date, the outstanding principal of, premium, if any, and interest on the Equipment NotesSecured Certificates. It is agreed that no installment of Basic Rent, Rent or payment of Termination Value or EBO Amounts Stipulated Loss Value shall be increased or adjusted by reason of (i) any attachment or diversion of Rent on account of (A) Lessor Liens or (B) any Loan Participant LienLien on or against the Trust Estate, any part thereof or the Operative Documents arising as a result of claims against the Indenture Trustee not related to the transactions contemplated by the Operative Documents, (ii) any modification of the payment terms of the Equipment Notes Secured Certificates made without the prior written consent of Lessee or (iii) the acceleration of any Equipment Note Secured Certificate or Equipment Notes Secured Certificates due to the occurrence of an Indenture "Event of Default Default" (as defined in the Trust Indenture) which does not constitute a Lease an Event of DefaultDefault hereunder. (vi) All adjustments to Basic Rent under this Section 3(c3(d) shall be (A) in compliance with the tests of xx.xx. 4.02(5) and 4.07 of Rev. Proc. 75-28 and will not cause this Lease to constitute a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Internal Revenue Code of 1986, as amended, as each is then in effect and (B) subject to verification pursuant to Section 3(g).Exhibit E.