Common use of Calculation of Adjustments Clause in Contracts

Calculation of Adjustments. In the event that (A) the Closing Date is other than December 28, 2001, (B) the actual interest rate on the Equipment Note is different from the Debt Rate or the amortization of the Equipment Note is different from that set forth on Schedule 5, (C) a refinancing contemplated by Section 10.2 occurs, (D) the actual aggregate Equipment Cost or composition of the Units is different from that set forth on Schedule 1, (E) the actual aggregate amount of Transaction Costs paid pursuant to Section 2.5(a) is other than an amount equal to 1.94% of the Total Equipment Cost, (F) there is any change in, or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agency, (G) there is any change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is enacted or effective after the execution of this Agreement and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date), and which change alters or eliminates any tax assumption used in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price, Scheduled Amortization and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), (i) to preserve the Net Economic Return that the Owner Participant would have realized had such event not occurred, and (ii) to minimize to the greatest extent possible, consistent with the foregoing clause (i), the present value (discounted monthly at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent to the Early Purchase Date and the Early Purchase Price; provided, however, that in no event shall the Early Purchase Price be less than the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Date, respectively, as determined by the Appraisal. Any such recalculation performed due to the occurrence of any one or more of the events described in clause (A), (B), (D), (E), (F), (G) or (H) above shall be made prior to the Closing Date. In performing any such recalculation and in determining the Owner Participant's Net Economic Return, the Owner Participant shall utilize the same methods and assumptions originally used in making the computations of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts and Early Purchase Price initially set forth in Schedules 3-A, 3-B, 4-A, 4-B and 6 (other than those assumptions changed as a result of any of the events described in clauses (A) through (H) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section 467 of the Code and the requirements of Sections 4.02(5), 4.07(1) and (2) of Revenue Procedure 2001-28 calculated, except in the case of a refinancing pursuant to Section 10.2, without taking into account any change after the Closing Date in or to Section 467 of the Code (and any regulations thereunder).

Calculation of Adjustments. In the event that (A) the Closing Date is other than December 28August 19, 20012004, (B) the actual interest rate on the Equipment Note is different from the Debt Rate or the amortization of the Equipment Note is different from that set forth on Schedule 5, (C) a refinancing contemplated by Section 10.2 occurs, (D) the actual aggregate Equipment Cost or composition of the Units is different from that set forth on Schedule 1-A, (E) the actual aggregate amount of Transaction Costs paid pursuant to Section 2.5(a) is other than an amount equal to 1.942.6% of the Total Equipment Cost, or (F) there is any change in, proposed or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agency, (G) there is any actual change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is enacted or effective after the execution of this Agreement and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date), and which change alters or eliminates any tax assumption used in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Amounts or Early Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Amounts and Early Purchase Price, Scheduled Amortization and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), Price (i) first, to preserve the Net Economic Return that the Owner Participant would have realized had such event not occurred, and (ii) second, to minimize to the greatest extent possible, consistent with the foregoing clause (i), the present value (discounted monthly at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent to the Early Purchase Date and the Early Purchase Price; provided, however, that in no event shall the Early Purchase Price be less than the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Date, respectively, as determined by the Appraisal. Any such recalculation performed due to the occurrence of any one or more of the events described in clause (A), (B), (D), (E), (F), (G) or (HF) above shall be made prior to the Closing Date. In performing any such recalculation and in determining the Owner Participant's Net Economic Return, the Owner Participant shall utilize the same methods and assumptions originally used in making the computations of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts and Early Purchase Price initially set forth in Schedules 3-A, 3-B, 4-A, 4-B and 6 (other than those assumptions changed as a result of any of the events described in clauses (A) through (H) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section 467 of the Code and the requirements of Sections 4.02(5), 4.07(1) and (2) of Revenue Procedure 2001-28 calculated, except in the case of a refinancing pursuant to Section 10.2, without taking into account any change after the Closing Date in or to Section 467 of the Code (and any regulations thereunder).,

Calculation of Adjustments. In the event that (A) the Closing Date is other than December 28November 12, 20012003, (B) the actual interest rate on the Equipment Note is different from the Debt Rate or the amortization of the Equipment Note is different from that set forth on Schedule 5, (C) a refinancing contemplated by Section 10.2 occurs, (D) the actual aggregate Equipment Cost or composition of the Units is different from that set forth on Schedule 1-A, (E) the actual aggregate amount of Transaction Costs paid pursuant to Section 2.5(a) is other than an amount equal to 1.943.25% of the Total Equipment Cost, or (F) there is any change in, proposed or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agency, (G) there is any actual change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is enacted or effective after the execution of this Agreement and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date), and which change alters or eliminates any tax assumption used in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Amounts or Early Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Amounts and Early Purchase Price, Scheduled Amortization and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), Price (i) first, to preserve the Net Economic Return that the Owner Participant would have realized had such event not occurred, and (ii) second, to minimize to the greatest extent possible, consistent with the foregoing clause (i), the present value (discounted monthly at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent to the Early Purchase Date and the Early Purchase Price; provided, however, that in no event shall the Early Purchase Price be less than the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Date, respectively, as determined by the Appraisal. Any such recalculation performed due to the occurrence of any one or more of the events described in clause (A), (B), (D), (E), (F), (G) or (HF) above shall be made prior to the Closing Date. In performing any such recalculation and in determining the Owner Participant's Net Economic Return, the Owner Participant shall utilize the same methods and assumptions originally used in making the computations of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts and Early Purchase Price initially set forth in Schedules 3-A, 3-B, 4-A, 4-B and 6 (other than those assumptions changed as a result of any of the events described in clauses (A) through (HF) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section 467 of the Code and the requirements of Sections 4.02(5), 4.07(1) and (2) of Revenue Procedure 2001-28 calculated, except in the case of a refinancing pursuant to Section 10.2, without taking into account any change after the Closing Date in or to Section 467 of the Code (and any regulations thereunder).

Calculation of Adjustments. In the event that (A) the Closing Date is other than December 28November 12, 20012003, (B) the actual interest rate on the Equipment Note is different from the Debt Rate or the amortization of the Equipment Note is different from that set forth on Schedule 5, (C) a refinancing contemplated by Section 10.2 occurs, (D) the actual aggregate Equipment Cost or composition of the Units is different from that set forth on Schedule 1-A, (E) the actual aggregate amount of Transaction Costs paid pursuant to Section 2.5(a) is other than an amount equal to 1.942.75% of the Total Equipment Cost, or (F) there is any change in, proposed or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agency, (G) there is any actual change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is enacted or effective after the execution of this Agreement and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date), and which change alters or eliminates any tax assumption used in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Amounts or Early Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Amounts and Early Purchase Price, Scheduled Amortization and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), Price (i) first, to preserve the Net Economic Return that the Owner Participant would have realized had such event not occurred, and (ii) second, to minimize to the greatest extent possible, consistent with the foregoing clause (i), the present value (discounted monthly at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent to the Early Purchase Date and the Early Purchase Price; provided, however, that in no event shall the Early Purchase Price be less than the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Date, respectively, as determined by the Appraisal. Any such recalculation performed due to the occurrence of any one or more of the events described in clause (A), (B), (D), (E), (F), (G) or (HF) above shall be made prior to the Closing Date. In performing any such recalculation and in determining the Owner Participant's Net Economic Return, the Owner Participant shall utilize the same methods and assumptions originally used in making the computations of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts and Early Purchase Price initially set forth in Schedules 3-A, 3-B, 4-A, 4-B and 6 (other than those assumptions changed as a result of any of the events described in clauses (A) through (HF) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section 467 of the Code and the requirements of Sections 4.02(5), 4.07(1) and (2) of Revenue Procedure 2001-28 calculated, except in the case of a refinancing pursuant to Section 10.2, without taking into account any change after the Closing Date in or to Section 467 of the Code (and any regulations thereunder).

Calculation of Adjustments. In the event that (A) the Closing Date is other than December 28November 12, 20012003, (B) the actual interest rate on the Equipment Note is different from the Debt Rate or the amortization of the Equipment Note is different from that set forth on Schedule 5, (C) a refinancing contemplated by Section 10.2 occurs, (D) the actual aggregate Equipment Cost or composition of the Units is different from that set forth on Schedule 1-A, (E) the actual aggregate amount of Transaction Costs paid pursuant to Section 2.5(a) is other than an amount equal to 1.943.00% of the Total Equipment Cost, or (F) there is any change in, proposed or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agency, (G) there is any actual change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is enacted or effective after the execution of this Agreement and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date), and which change alters or eliminates any tax assumption used in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Amounts or Early Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Amounts and Early Purchase Price, Scheduled Amortization and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), Price (i) first, to preserve the Net Economic Return that the Owner Participant would have realized had such event not occurred, and (ii) second, to minimize to the greatest extent possible, consistent with the foregoing clause (i), the present value (discounted monthly at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent to the Early Purchase Date and the Early Purchase Price; provided, however, that in no event shall the Early Purchase Price be less than the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Date, respectively, as determined by the Appraisal. Any such recalculation performed due to the occurrence of any one or more of the events described in clause (A), (B), (D), (E), (F), (G) or (HF) above shall be made prior to the Closing Date. In performing any such recalculation and in determining the Owner Participant's Net Economic Return, the Owner Participant shall utilize the same methods and assumptions originally used in making the computations of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts and Early Purchase Price initially set forth in Schedules 3-A, 3-B, 4-A, 4-B and 6 (other than those assumptions changed as a result of any of the events described in clauses (A) through (HF) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section 467 of the Code and the requirements of Sections 4.02(5), 4.07(1) and (2) of Revenue Procedure 2001-28 calculated, except in the case of a refinancing pursuant to Section 10.2, without taking into account any change after the Closing Date in or to Section 467 of the Code (and any regulations thereunder).

Calculation of Adjustments. In the event that (A) any Pricing Assumption relating to the Closing Units to be purchased on any Delivery Date is other than December 28determined to be inaccurate with respect to such Delivery Date, 2001, or (B) prior to any Delivery Date (1) there shall have occurred a Change in Tax Law and (2)(x) after having been advised in writing by Owner Participant of such Change in Tax Law and the actual interest rate on proposed adjustment to the Equipment Note is different from payments of Basic Rent resulting therefrom, Lessee shall have waived its right under Section 4.4 of this Agreement to decline to proceed with the Debt Rate transaction or (y) the amortization Owner Participant has been advised in writing by Lessee of such Change in Tax Law and the Equipment Note is different from that set forth on Schedule 5proposed adjustment to the payments of Basic Rent resulting therefrom, or (C) a refinancing or refunding as contemplated by Section 10.2 occurs, 11.2 occurs or (D) the actual aggregate Equipment Cost any amount is paid by Lessee to Owner Participant pursuant to Section 5.5(i) or composition 5.5(iii) of the Units is different from that set forth on Schedule 1Tax Indemnity Agreement, or (E) the actual aggregate amount of Transaction Costs paid Lessee elects to make payments to Owner Participant pursuant to Section 2.5(a5.5(ii) is other than an amount equal to 1.94% of the Total Equipment CostTax Indemnity Agreement, (F) there is any change in, or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agency, (G) there is any change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is enacted or effective after the execution of this Agreement and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date), and which change alters or eliminates any tax assumption used in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Termination Values and EBO Fixed Purchase Price (except that in the case of events described in clause (D) or (E) above, Owner Participant shall recalculate the Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Values and EBO Fixed Purchase Price, Scheduled Amortization and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), Price only): (i) to preserve the Net Economic Return that the Owner Participant would have realized had there been no change in the Pricing Assumptions or had such event Change in Tax Law not occurred or had such refunding or refinancing not occurred or had such amount not been paid by Lessee under Section 5.5(i) or 5.5(iii) of the Tax Indemnity Agreement or had Lessee not elected to make such payment under Section 5.5(ii) of the Tax Indemnity Agreement or had a reoptimization of the debt not occurred, and and (ii) to minimize to the greatest extent possible, consistent with the foregoing clause (i), the sum of the present value (discounted monthly at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date, and the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using the relevant Debt Rate, semiannually compounded, and discounting to the Early Purchase Date and the Early Purchase Price; provided, however, that in no event shall the Early Purchase Price be less than the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Date, respectively, as determined by the Appraisal. Any such recalculation performed due to the occurrence of any one or more of the events described in clause (Adate hereof), (B), (D), (E), (F), (G) or (H) above shall be made prior to the Closing Date. In performing any such recalculation and in determining the Owner Participant's ’s Net Economic Return, the Owner Participant shall utilize the same methods methods, tax constraints and assumptions originally used in making to calculate the computations payments of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts Values and Early EBO Fixed Purchase Price initially set forth in Schedules 3-A, 3-B, 4-A, 4-B and 6 with respect to the Basic Term (other than those assumptions changed as a result of any of the events described in clauses (A) through (HE) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section 467 of the Code and the Regulations and the requirements of Sections 4.02(5), 4.07(1) and (2) and 4.08(1) of Revenue Procedure 2001-28 calculated29, except as amended ((and such that the Lease could not be treated as a “disqualified leaseback” or “long term agreement” within the meaning of Section 467 of the Code), and in the case of a any refinancing pursuant to governed by Section 10.211.2, without taking into account shall comply with Treasury Regulation Sections 1.467-1(f)(6)(i) and 1.861-10(T)(b)(9) or any change after successor thereto) whether the Closing Date in or to Section 467 term of the Code (Lease is deemed to commence with respect to any Unit on the Delivery Date therefor and any regulations thereunder)end on the Basic Term Expiration Date or is deemed to commence on the date of the refinancing and end on the Basic Term Expiration Date.

Calculation of Adjustments. In the event that (A) any Pricing Assumption relating to the Units to be settled on any Closing Date is other than December 28determined to be inaccurate with respect to such Closing Date, 2001, or (B) prior to any Closing Date: (1) there shall have occurred a Change in Tax Law and (2) after having been advised in writing by Owner Participant of such Change in Tax Law and the actual interest rate on proposed adjustment to the Equipment Note is different from payments of Basic Rent resulting therefrom, Lessee shall have waived its right under Section 4.4 of this Agreement to decline to proceed with the Debt Rate transaction, or the amortization of the Equipment Note is different from that set forth on Schedule 5, (C) a refinancing or refunding as contemplated by Section 10.2 11.2 occurs, or (D) the actual aggregate Equipment Cost any amount is paid by Lessee to Owner Participant pursuant to Section 5.5(i) or composition 5.5(iii) of the Units is different from that set forth on Schedule 1Tax Indemnity Agreement, or (E) the actual aggregate amount of Transaction Costs paid Lessee elects to make payments to Owner Participant pursuant to Section 2.5(a5.5(ii) is other than an amount equal to 1.94% of the Total Equipment CostTax Indemnity Agreement, (F) there is any change in, or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agency, (G) there is any change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is enacted or effective after the execution of this Agreement and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date), and which change alters or eliminates any tax assumption used in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Termination Values and EBO Fixed Purchase Price (except that in the case of events described in clause (D) or (E) above, Owner Participant shall recalculate the Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Values and EBO Fixed Purchase Price, Scheduled Amortization and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), Price only): (i) to preserve the Net Economic Return that the Owner Participant would have realized had there been no change in the Pricing Assumptions or had such event Change in Tax Law not occurred or had such refunding or refinancing not occurred or had such amount not been paid by Lessee under Section 5.5(i) or 5.5(iii) of the Tax Indemnity Agreement or had Lessee not elected to make such payment under Section 5.5(ii) of the Tax Indemnity Agreement or had a reoptimization of the debt not occurred, and and (ii) to minimize to the greatest extent possible, consistent with the foregoing clause (i), the sum of the present value (discounted monthly at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date, and the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using the relevant Debt Rate, semiannually compounded, and discounting to the Early Purchase Date and the Early Purchase Price; provided, however, that in no event shall the Early Purchase Price be less than the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Date, respectively, as determined by the Appraisal. Any such recalculation performed due to the occurrence of any one or more of the events described in clause (Adate hereof), (B), (D), (E), (F), (G) or (H) above shall be made prior to the Closing Date. In performing any such recalculation and in determining the Owner Participant's ’s Net Economic Return, the Owner Participant shall utilize the same methods methods, tax constraints and assumptions originally used in making to calculate the computations payments of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts Values and Early EBO Fixed Purchase Price initially set forth in Schedules 3-A, 3-B, 4-A, 4-B and 6 with respect to the Basic Term (other than those assumptions changed as a result of any of the events described in clauses (A) through (HE) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section section 467 of the Code and the Regulations and the requirements of Sections sections 4.02(5), 4.07(1) and (2) and 4.08(1) of Revenue Procedure 2001-28 calculated29, except as amended ((and such that the Lease could not be treated as a “disqualified leaseback” or “long term agreement” within the meaning of section 467 of the Code), and in the case of a any refinancing pursuant governed by Section 11.2, shall comply with Treasury Regulation sections 1.467-1(f)(6)(i) and 1.861-10(T)(b)(9) or any successor thereto) whether the term of the Lease is deemed to Section 10.2, without taking into account commence with respect to any change after Unit on the Closing Date in therefor and end on the Basic Term Expiration Date or is deemed to Section 467 commence on the date of the Code (refinancing and any regulations thereunder)end on the Basic Term Expiration Date.

Calculation of Adjustments. In the event that (A) the Closing -------------------------- Date is other than December 28_____________, 20011998, (B) the actual interest rate on the Equipment Note is different from than the Debt Rate or the amortization of the Equipment Note is different from that set forth on Schedule 5, (C) a refinancing contemplated by Section 10.2 occurs, (D) the actual aggregate Equipment Cost or composition of the Units is different from that set forth on [Participation Agreement (GARC II 98-A)] Schedule 1, (E) the actual aggregate amount of Transaction Costs paid pursuant to Section 2.5(a2.5(e) is other than an amount equal to 1.941.15% of the Total Equipment Cost, (F) there is any change in, or cost relating to a revision in, the structure of the transaction contemplated hereby as required by any of the Rating AgencyAgencies, or (G) there is any change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is proposed, enacted or effective after the execution of this Agreement date hereof and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date), and which change alters or eliminates any the tax assumption assumptions used in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price and Basic Term Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price and Basic Term Purchase Price, Scheduled Amortization and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), (i) to preserve the Net Economic Return that the Owner Participant would have realized had such event not occurred, and (ii) to minimize to the greatest extent possible, consistent with the foregoing clause (i), the present value (discounted monthly at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent to the Early Purchase Date and the Early Purchase PriceRent; provided, however, that in no event shall the Early Purchase Price or the Basic Term Purchase Price be less than the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Date, respectively, as determined by the Appraisal. Any such recalculation performed due to the occurrence of any one or more of the events described in clause (A), (B), (D), (E), (F), (G) or (HG) above shall be made prior to the Closing Date. In performing any such recalculation and in determining the Owner Participant's Net Economic Return, the Owner Participant shall utilize the same methods and assumptions originally used in making the computations of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts and Early Purchase Price and the Basic Term Purchase Price with respect to the Basic Term initially set forth in Schedules 3-A, 3-B, 4-A, 4-B 4 and 6 (other than those assumptions changed as a result of any of the events described in clauses (A) through (HG) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section 467 of the Code and the requirements of Sections 4.02(5), 4.07(1) and (2) and 4.08(1) of Revenue Procedure 200175-28 28, as amended, calculated, except in the case of a refinancing pursuant to Section 10.2, without taking into account any change after the Closing Date in or to (i) Section 467 of the Code (and any regulations thereunder), or (ii) Section 4.08(l) of Revenue Procedure 75-28.

Calculation of Adjustments. In the event that (A) the Initial Closing Date is other than December 28March 30, 20011998 or the Subsequent Closing Date is other than June 8, 1998, the interest rate on any of the Equipment Notes or the amortization in respect thereof is other than as set forth on Schedule 6 or (B) the actual interest rate Transaction Costs paid by the Owner Participant pursuant to Section 2.5 prior to the Basic Term Commencement Date are less or more than 1.307% of the Total Equipment Cost pertaining to the Equipment sold on the Equipment Note is different from the Debt Rate Initial Closing Date or the amortization 0.90% of the Total Equipment Note is different from that set forth Cost pertaining to the Equipment sold on Schedule 5, the Subsequent Closing Date or (C) a refinancing contemplated or required by Section 10.2 occurs, or (D) the actual aggregate Equipment Cost made subject to the Lease on the Initial Closing Date or composition on the Subsequent Closing Date is other than as described in Schedule 1A, 1B or 1C or (E) subsequent to the execution of the Participation Agreement but prior to the acceptance of the Units is different from that to be delivered on the Initial or Subsequent Closing Date: (1) there shall have occurred a Change in Tax Law and (2) after having been advised in writing by the Owner Participant of such Change in Tax Law and the proposed adjustment to the payments of Basic Rent payable in respect of such Units resulting therefrom, the Lessee shall have waived its right under Section 4.4 of this Agreement to decline to proceed with the transaction or the Owner Participant shall have agreed to limit the amount of such proposed adjustment as set forth in such Section 4.4, or (F) with respect to the Units to be delivered on Schedule 1the Subsequent Closing Date, the average yield of the five year U.S. Government Treasury constant maturities as reported in the Federal Reserve statistical release H.15 report calculated over the five business days ending on the Friday preceding the week containing the Subsequent Closing Date (E) the actual aggregate amount of Transaction Costs paid pursuant to Section 2.5(a"Average Yield") is other than an amount equal to 1.94% of the Total Equipment Cost5.52%, (F) there is any change in, or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agency, (G) there is any change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is enacted or effective after the execution of this Agreement and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date), and which change alters or eliminates any tax assumption used in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price, Scheduled Amortization and Scheduled Amortization Amount Basic Term Purchase Price and, in the case of the occurrence of an event described in clause (and D) above, the corresponding Rated Amortization and Rated Amortization Amount)Outside Date Purchase Price, (i) to preserve the Net Economic Return that the Owner Participant would have realized had the Initial Closing Date been March 30, 1998 or the Subsequent Closing Date been June 8, 1998, had the interest on all Equipment Notes and the amortization in respect thereof been as set forth on Schedule 6, had the Transaction Costs equaled 1.307% of the Total Equipment Cost pertaining to the Equipment sold on the Initial Closing Date or 0.90% of the Total Equipment Cost pertaining to the Equipment sold on the Subsequent Closing Date, had the Equipment made subject to the Lease on the Initial Closing Date or on the Subsequent Closing Date been as so described, had such event refinancing or Change in Tax Law not occurred, occurred and had the Average Yield equaled 5.52% and (ii) to minimize to the greatest extent possible, consistent with the foregoing clause (i), the present value (discounted monthly semiannually at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent to the Early Purchase Date and the Early Purchase PriceRent; provided, however, that any such recalculation performed due to the occurrence of an event described in no event clause (A) above shall be made only in respect of Units delivered on the Early Purchase Price be less than Initial Closing Date or the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Subsequent Closing Date, respectively, as determined by the Appraisalcase may be. Any such recalculation performed due to the occurrence of any one or more of the events an event described in clause (A), (B), (D), (E), (F), (G) or (HF) above shall be made prior to the Closing Basic Term Commencement Date. In performing any such recalculation and in determining the Owner Participant's Net Economic Return, the Owner Participant shall utilize the same methods and assumptions originally used in making the computations of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts and Early Purchase Price, Basic Term Purchase Price and Outside Date Purchase Price with respect to the Basic Term initially set forth in Schedules 3-A3A, 3-B3B, 4-A3C, 4-B 4A, 4B, 4C, 5A, 5B, 5C, 7, 7A, 7B, 7C, 8, 8A, 8B, 8C and 6 9, 9A, 9B, 9C to this Participation Agreement (other than those assumptions changed as a result of any of the events described in clauses (A) through (HE) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section section 467 of the Code and the requirements of Sections 4.02(5), 4.07(1) and (2) and 4.08(1) of Revenue Procedure 200175-28 28, as amended, calculated, except in the case of a refinancing pursuant to Section 10.210.2 or any rent adjustment pursuant to Section 5(a)(3)(B) of the Tax Indemnity Agreement, without taking into account any change after the Subsequent Closing Date in or to Section 467 of the Code (and any regulations thereunder)) and such requirements of Revenue Procedure 75-28.

Calculation of Adjustments. In the event that (A) the Closing Date is other than December 28April 13, 2001, 2000 or (B) the actual interest rate on Transaction Costs paid by the Owner Participant pursuant to Section 2.5 prior to the first Rent Payment Date are less or more than $834,947.94 for the Equipment Note is different from the Debt Rate or the amortization of the Equipment Note is different from that set forth on Schedule 5, (C) a refinancing contemplated by Section 10.2 occurs, (D) the actual aggregate Equipment Cost or composition of the Units is different from that set forth on Schedule 1, (E) the actual aggregate amount of Transaction Costs paid pursuant to Section 2.5(a) is other than an amount equal to 1.94% of the Total Equipment Cost, (F) there is any change in, or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agency, (G) there is any change in the Code or which is enacted and effective and/or any change in the income tax regulations promulgated thereunder or other official administrative pronouncementwhich is promulgated, which change is enacted or adopted and effective after the execution of this Agreement and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, Lessee shall have provided given notice of such change to the other party prior to the such Closing Date), and which change alters or eliminates any the tax assumption used in calculating assumptions upon which the calculation of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase PricePrice and Basic Term Purchase Price were based, or (HE) there the Equipment Cost or the composition of the Units is any change indifferent than as described on Schedule 1 hereto, or cost relating to revision in(F) the Debt Rate on, the structure and amortization of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting Equipment Notes is different than the accounting treatment assumptions upon which the calculations of the transaction by the Owner Participant Basic Rent was based, then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price and Basic Term Purchase Price, Scheduled Amortization and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), (i) to preserve the Net Economic Return that the Owner Participant would have realized had such event not occurred, in the absence of the changes referred to in Sections (A) through (F) of this Section 2.6(a) and (ii) to minimize to the greatest extent possible, consistent with the foregoing clause (i), the present value (discounted monthly semiannually at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent to the Early Purchase Date and the Early Purchase Price; provided, however, that in no event shall the Early Purchase Price be less than the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Date, respectively, as determined by the AppraisalRent. Any such recalculation performed due to the occurrence of any one or more of the events an event described in clause (A), (B), (D), (E), and (F), (G) or (H) above shall be made prior to the Closing first Rent Payment Date. In performing any such recalculation and in determining the Owner Participant's Net Economic Return, the Owner Participant shall utilize the same methods and assumptions originally used in making the computations of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts and Early Purchase Price and Basic Term Purchase Price with respect to the Basic Term initially set forth in Schedules 3-A, 3-B, 4-A, 4-B 6 and 6 7 to this Participation Agreement (other than those assumptions changed as a result of any of the events described in clauses (A) through (HF) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure compliedcomplied but allowing variations to reflect the event giving rise to the adjustment) with Section 467 of the Code and any regulations thereunder so as not to cause the Lease to be a "disqualified leaseback or long- term agreement" within the meaning of Section 467 of the Code and any regulation thereunder, and the requirements of Sections 4.02(5), 4.07(1) and (2) and 4.08(1) of Revenue Procedure 200175-28 28, as amended, calculated, except in the case of a refinancing pursuant to Section 10.2, without taking into account any change after the Closing Date in or to Section 467 of the Code (and any regulations thereunder)) and such requirements of Revenue Procedure 75-28.

Calculation of Adjustments. In the event that (A) the Closing Date is other than December 28, 2001, (B) the actual interest rate on the Equipment Note is different from the Debt Rate or the amortization of the Equipment Note is different from that set forth on Schedule 5, (C) a refinancing contemplated by Section 10.2 occurs, (D) the actual aggregate Equipment Cost or composition of the Units is different from that set forth on Schedule 1$21,100,000, (E) the actual aggregate amount of Transaction Costs paid pursuant to Section 2.5(a) is other than an amount equal to 1.94% of the Total Equipment Cost, (FB) there is any change in, or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agencyhereby, (GC) there is any change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is proposed, enacted or effective after the execution of this Agreement date hereof and prior to the Closing Date (provided that end of the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date)Lease Term, and which change alters or eliminates any the tax assumption assumptions used in calculating Basic Interim Rent, Base Rent, Renewal Rent and Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price, or (HD) there the Index Rate on the Base Term Commencement Date is different from 5.70% (but in no event shall the Index Rate used for any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant calculation be less than 5.5%) then, in each such case, the Lead Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Interim Rent, the allocation of Basic Base Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price, Scheduled Amortization Values and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), (i) Renewal Rent to preserve the Net Economic Return that the Owner Participant Participants would have realized had such event not occurred, and (ii) to minimize to the greatest extent possible, consistent with the foregoing clause (i), the present value (discounted monthly at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent to the Early Purchase Date and the Early Purchase Price; provided, however, that in no event shall the Early Purchase Price be less than the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Date, respectively, as determined by the Appraisal. Any such recalculation performed due to the occurrence of any one or more of the events described in clause (A), (B), (D), (E), (F), (G) or (H) above shall be made prior to the Closing Date. In performing any such recalculation and in determining the each Owner Participant's Net Economic Return, the Lead Owner Participant shall utilize the same methods and assumptions originally used in making the computations of Basic Interim Rent, Base Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts Values and Early Purchase Price initially set forth in Schedules 3-A, 3-B, 4-A, 4-B and 6 Renewal Rent with respect to the Lease Term (other than those assumptions changed as a result of any of the events described in clauses (A) through (HD) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section 467 of the Code and the requirements of Sections 4.02(5), 4.07(1) and (2) of Revenue Procedure 2001-28 calculated, except in the case of a refinancing pursuant to Section 10.2, without taking into account any change after the Closing Date in or to Section 467 of the Code (and any regulations thereunder).

Calculation of Adjustments. (i) In the event that that, with respect to the Units: (A) there is any variation from the Closing Date is Pricing Assumptions set forth on Schedule 8 (other than December 28, 2001the application of Section 168(d)(3) of the Code), (B) the actual interest rate on the Equipment Note is different from the Debt Rate a Change in Tax Law occurs, or the amortization of the Equipment Note is different from that set forth on Schedule 5, (C) a refinancing contemplated by Section 10.2 occursProposed Change in Tax Law is finalized or enacted, (D) the actual aggregate Equipment Cost or composition of the Units is different from that set forth on Schedule 1as applicable; then, (E) the actual aggregate amount of Transaction Costs paid pursuant subject to Section 2.5(a) is other than an amount equal to 1.94% of the Total Equipment Cost, (F) there is any change in, or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agency, (G) there is any change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is enacted or effective after the execution of this Agreement and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date2.9(c), and which change alters or eliminates any tax assumption used in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant then, in each such case, the Owner Participant shall recalculate (and adjust upward or downward, as appropriate) the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss ValuesValues and Termination Values and, Stipulated Loss Amountssolely upon written direction from the Lessee, Termination Valuesand subject to the satisfaction of the conditions contained in Section 2.9(d) and in accordance with the procedures set forth in Section 2.14 of the Indenture, Termination Amountsthe amortization of the Notes, Early Purchase Price, Scheduled Amortization and Scheduled Amortization Amount in each case for or with respect to such Units (and the corresponding Rated Amortization and Rated Amortization Amount), (ix) first to preserve the Net Economic Return that the Owner Participant would have realized had such event the events described in the foregoing clauses (A) through (C) not occurred, and (iiy) then to minimize to the greatest extent possible, consistent with the foregoing clause (irequirements set forth in this Section 2.9(a)(i), the present value (discounted monthly quarterly at an interest rate per annum equal to the applicable Debt Rate) of the sum of the payments of Basic Rent to for such Units, taken together as a whole. In the Early Purchase Date and the Early Purchase Price; provided, however, that in no event shall the Early Purchase Price be less than the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Date, respectively, as determined by the Appraisal. Any such recalculation performed due to the occurrence of any one or more case of the events described in clause (A)) of the immediately preceding sentence actually known to the Lessor at least five (5) Business Days prior to the Lease Term Commencement Date, Lessor shall prepare adjustments (B), upward or downward) no later than three (D), 3) Business Days prior to the Lease Term Commencement Date. In the case of the events described in clauses (E), (F), (GA) or (HB) above of the immediately preceding sentence, such adjustments shall be made on or prior to, and shall be effective as of the Lease Term Commencement Date; in the case of the events described in clause (C) of such sentence, such adjustments shall be effective as of the next Rent Payment Date which is at least 30 days after the event giving rise to the Closing Datesuch adjustment. In performing any such recalculation and in determining the preservation of the Owner Participant's Net Economic Return, the Owner Participant shall utilize the same methods and assumptions originally used in making the computations of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts and Early Purchase Price initially as are set forth in Schedules 3-A, 3-B, 4-A, 4-B and 6 the definition of Net Economic Return (other than those assumptions which changed as a result of any of the events described in clauses (A) through (HC) of the preceding first sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events this paragraph (i) necessitating such recalculation). Such adjustments shall comply with: (to the extent the original structure complied1) with Section 467 of the Code (including regulations, rulings and decisions if any, issued under, or with respect to, Section 467 of the requirements Code prior to such adjustment and applicable thereto) such that no such adjustment shall cause the Lease to be a disqualified leaseback within the meaning of such Code section, (2) Revenue Procedures 75-21 and 75-28 Sections 4.02(5), 4.07(1) and 4.08 (21) (except as applicable to uneven payments of Revenue Procedure 2001-28 calculatedrent), except and (3) to the extent possible, while still preserving the Owner Participant's Net Economic Return and meeting the other requirements of this Section 2.9(a), the requirements of FASB Statement No. 13 in order that the case of a refinancing pursuant to Section 10.2, without taking into account any change after the Closing Date Lease will qualify as an operating lease thereunder. Each adjustment shall be reflected in or to Section 467 an appropriate adjustment of the Code appropriate portions of Schedules 2, 3, 4 and/or 5 and/or 7 to this Agreement (and any regulations thereunderthe related adjustments to the assumptions contained in clauses (A) through (C) above). (ii) The adjustments to the Schedules referred to in paragraph (i) above shall be made, subject always to Sections 2.9(b) and 2.9(c), by the Owner Participant without the consent of the other parties hereto.

Calculation of Adjustments. In the event that (A) the Initial Closing Date is other than December 28May __, 20011996 or the Subsequent Closing Date is other than June __, 1996 or (B) the actual interest rate on Transaction Costs paid by the Equipment Note is different from Owner Participant pursuant to Section 2.5 prior to the Debt Rate Basic Term Commencement Date are less or the amortization more than 1.2% of the Total Equipment Note is different from that set forth on Schedule 5, Cost or (C) a refinancing contemplated or required by Section 10.2 occurs, (D) the actual aggregate Equipment Cost made subject to the Lease on the Subsequent Closing Date is other than as described in Schedule 1B or composition (E) subsequent to the Initial Closing Date but prior to the acceptance of the Units is different from that set forth to be delivered on Schedule the Subsequent Closing Date: (1, (E) the actual aggregate amount of Transaction Costs paid pursuant to Section 2.5(a) is other than an amount equal to 1.94% of the Total Equipment Cost, (F) there is any change in, or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agency, (G) there is any change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is enacted or effective after the execution of this Agreement and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date), occurred a Change in Tax Law and which change alters or eliminates any tax assumption used (2) after having been advised in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction writing by the Owner Participant of such Change in Tax Law and the proposed adjustment to the payments of Basic Rent payable in respect of such Units resulting therefrom, the Lessee shall have waived its right under Section 4.4 of this Agreement to decline to proceed with the transaction or the Owner Participant shall have agreed to limit the amount of such proposed adjustment as set forth in such Section 4.4, then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price and Basic Term Purchase Price, Scheduled Amortization and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), (i) to preserve the Net Economic Return that the Owner Participant would have realized had the Initial Closing Date been May __, 1996 or the Subsequent Closing Date been June __, 1996, had the Transaction Costs equaled 1.2% of the Total Equipment Cost, had the Equipment made subject to the Lease on the Subsequent Closing Date been as so described, or had such event refinancing or Change in Tax Law not occurred, occurred and (ii) to minimize to the greatest extent possible, consistent with the foregoing clause (i), the present value (discounted monthly semiannually at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent to the Early Purchase Date and the Early Purchase PriceRent; provided, however, that any such recalculation performed due to the occurrence of an event described in no event clause (A) above shall be made only in respect of Units delivered on the Early Purchase Price be less than Initial Closing Date or the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Subsequent Closing Date, respectivelyas the case may be, as determined by and any such recalculation performed due to a Change in Tax Law shall be made only in respect of Units delivered on the AppraisalSubsequent Closing Date. Any such recalculation performed due to the occurrence of any one or more of the events an event described in clause (A), (B), (D), (E), (F), (G) or (HB) above shall be made prior to the Closing Basic Term Commencement Date. In performing any such recalculation and in determining the Owner Participant's Net Economic Return, the Owner Participant shall utilize the same methods and assumptions originally used in making the computations of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts and Early Purchase Price and Basic Term Purchase Price with respect to the Basic Term initially set forth in Schedules 3-A, 3-B, 4-A, 4-B 5, 7 and 6 8 to this Participation Agreement (other than those assumptions changed as a result of any of the events described in clauses (A) through (HD) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section section 467 of the Code and the requirements of Sections 4.02(5), 4.07(1) and (2) of Revenue Procedure 2001-28 calculated, except in the case of a refinancing pursuant to Section 10.2, without taking into account any change after the Closing Date in or to Section 467 of the Code (and any regulations thereunder).,

Calculation of Adjustments. In the event that (A) the Closing Date is other Transaction Costs paid by Owner Participant pursuant to Section 2.5 are less or more than December 281.15% of the total Equipment Cost, 2001, or (B) prior to the actual interest rate on Closing Date: (1) there shall have occurred a Change in Tax Law and (2) after having been advised in writing by Owner Participant of such Change in Tax Law and the Equipment Note is different from proposed adjustment to the Debt Rate payments of Basic Rent resulting therefrom, Lessee shall have waived its right under Section 4.4 of this Agreement to decline to proceed with the transaction, or the amortization of the Equipment Note is different from that set forth on Schedule 5, (C) a refinancing or refunding as contemplated by Section 10.2 11.2 occurs, or (D) the actual aggregate Equipment Cost any amount is paid by Lessee to Owner Participant pursuant to Section 5.5(i) or composition 5.5(iii) of the Units is different from that set forth on Schedule 1Tax Indemnity Agreement, or (E) the actual aggregate amount of Transaction Costs paid Lessee elects to make payments to Owner Participant pursuant to Section 2.5(a5.5(ii) is other than an amount equal to 1.94% of the Total Equipment CostTax Indemnity Agreement, (F) there is any change in, or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agency, (G) there is any change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is enacted or effective after the execution of this Agreement and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date), and which change alters or eliminates any tax assumption used in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Termination Values and EBO Fixed Purchase Price (except that in the case of events described in clause (D) or (E) above, Owner Participant shall recalculate the Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Values and EBO Fixed Purchase Price, Scheduled Amortization and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), Price only): (i) to preserve the Net Economic Return that the Owner Participant would have realized had the Transaction Costs equaled 1.15% of the Total Equipment Cost or had such event Change in Tax Law not occurredoccurred or had such refunding or refinancing not occurred or had such amount not been paid by Lessee under Section 5.5(i) or 5.5(iii) of the Tax Indemnity Agreement or had Lessee not elected to make such payment under Section 5.5(ii) of the Tax Indemnity Agreement, and and (ii) to minimize to the greatest extent possible, consistent with the foregoing clause (i), the sum of the present value (discounted monthly at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date, and the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using the relevant Debt Rate, semiannually compounded, and discounting to the Early Purchase Date and the Early Purchase Price; provided, however, that in no event shall the Early Purchase Price be less than the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Date, respectively, as determined by the Appraisal. Any such recalculation performed due to the occurrence of any one or more of the events described in clause (Adate hereof), (B), (D), (E), (F), (G) or (H) above shall be made prior to the Closing Date. In performing any such recalculation and in determining the Owner Participant's ’s Net Economic Return, the Owner Participant shall utilize the same methods methods, tax constraints and assumptions originally used in making to calculate the computations payments of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts Values and Early EBO Fixed Purchase Price initially set forth in Schedules 3-A, 3-B, 4-A, 4-B and 6 with respect to the Basic Term (other than those assumptions changed as a result of any of the events described in clauses (A) through (HE) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section section 467 of the Code and the Regulations and the requirements of Sections sections 4.02(5), 4.07(1) and (2) and 4.08(1) of Revenue Procedure 2001-28 calculated29, except as amended ((and such that the Lease could not be treated as a “disqualified leaseback” or “long term agreement” within the meaning of section 467 of the Code), and in the case of a any refinancing pursuant governed by Section 11.2, shall comply with Treasury Regulation sections 1.467-1(f)(6)(i) and 1.861-10(T)(b)(9) or any successor thereto) whether the term of the Lease is deemed to Section 10.2, without taking into account commence with respect to any change after Unit on the Closing Date in therefor and end on the Basic Term Expiration Date or is deemed to Section 467 commence on the date of the Code (refinancing and any regulations thereunder)end on the Basic Term Expiration Date.

Calculation of Adjustments. In the event that (A) any Pricing Assumption relating to the Closing Units to be purchased on the Delivery Date is other than December 28determined to be inaccurate or have changed with respect to the Delivery Date, 2001, or (B) on or prior to the actual interest rate on Delivery Date (1) there shall have occurred a Change in Tax Law and (2)(x) after having been advised in writing by Owner Participant of such Change in Tax Law and the Equipment Note is different from proposed adjustment to the Debt Rate payments of Basic Rent resulting therefrom, Lessee shall have waived its right under Section 4.4 of this Agreement to decline to proceed with the transaction or (y) the amortization Owner Participant has been advised in writing by Lessee of such Change in Tax Law and the Equipment Note is different from that set forth on Schedule 5proposed adjustment to the payments of Basic Rent resulting therefrom, or (C) a refinancing or refunding as contemplated by Section 10.2 occurs, 11.2 occurs or (D) the actual aggregate Equipment Cost any amount is paid by Lessee to Owner Participant pursuant to Section 5.5(i) or composition 5.5(iii) of the Units is different from that set forth on Schedule 1Tax Indemnity Agreement, or (E) the actual aggregate amount of Transaction Costs paid Lessee elects to make payments to Owner Participant pursuant to Section 2.5(a5.5(ii) is other than an amount equal to 1.94% of the Total Equipment CostTax Indemnity Agreement, (F) there is any change in, or cost relating to a revision in, the structure of the transaction contemplated hereby as required by the Rating Agency, (G) there is any change in the Code or in the regulations promulgated thereunder or other official administrative pronouncement, which change is enacted or effective after the execution of this Agreement and prior to the Closing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Date), and which change alters or eliminates any tax assumption used in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Early Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Termination Values, Allocated Rent, EBO Fixed Purchase Price and FPO Purchase Price (except that in the case of events described in clause (D) or (E) above, Owner Participant shall recalculate the Stipulated Loss AmountsValues, Termination Values, Termination Amounts, Early EBO Fixed Purchase Price, Scheduled Amortization Price and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), FPO Purchase Price only): (i) to preserve the Net Economic Return that the Owner Participant would have realized had there been no change in the Pricing Assumptions or had such event Change in Tax Law not occurred or had such refunding or refinancing not occurred or had such amount not been paid by Lessee under Section 5.5(i) or 5.5(iii) of the Tax Indemnity Agreement or had Lessee not elected to make such payment under Section 5.5(ii) of the Tax Indemnity Agreement or had a reoptimization of the debt not occurred, and and (ii) to minimize to the greatest extent possible, consistent with the foregoing clause (i), the sum of the present value (discounted monthly at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent to through and including the Early EBO Fixed Purchase Date Price Date, and the Early Purchase Price; provided, however, that in no event shall the Early EBO Fixed Purchase Price be less than the expected fair market value (all present values for purposes of the Equipment on Participation Agreement (TRLI 2001-1C) foregoing being computed using the Early Purchase Date relevant Debt Rate, semiannually compounded, and the Basic Term Expiration Date, respectively, as determined by the Appraisal. Any such recalculation performed due to the occurrence of any one or more of the events described in clause (A), (B), (D), (E), (F), (G) or (H) above shall be made prior discounting to the Closing Date). In performing any such recalculation and in determining the Owner Participant's ’s Net Economic Return, the Owner Participant shall utilize the same methods methods, tax constraints and assumptions originally used in making to calculate the computations payments of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts and Early EBO Fixed Purchase Price initially set forth in Schedules 3-A, 3-B, 4-A, 4-B and 6 FPO Purchase Price with respect to the Basic Term (other than those assumptions changed as a result of any of the events described in clauses (A) through (HE) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section 467 of the Code and the Regulations and the requirements of Sections 4.02(5), 4.07(1) and (2) and 4.08(1) of Revenue Procedure 2001-28 calculated29, except as amended ((and such that the Lease could not be treated as a “disqualified leaseback” or “long term agreement” within the meaning of Section 467 of the Code), and in the case of a any refinancing pursuant to governed by Section 10.211.2, without taking into account shall comply with Treasury Regulation Sections 1.467-1(f)(6)(i) and 1.861-10(T)(b)(9) or any change after successor thereto) whether the Closing Date in or to Section 467 term of the Code (Lease is deemed to commence with respect to any Unit on the Delivery Date therefor and any regulations thereunder)end on the Basic Term Expiration Date or is deemed to commence on the date of the refinancing and end on the Basic Term Expiration Date.

Calculation of Adjustments. In the event that (A) the Closing -------------------------- Date is other than December 28August __, 20011998, (B) the actual interest rate on the Equipment Note Notes is different from than the Debt Rate or the amortization of the Equipment Note Notes is different from that set forth on Schedule 5, (C) a refinancing contemplated by Section 10.2 occurs, (D) the actual aggregate Equipment Cost or composition of the Units is different from that set forth on Schedule 1, (E) the actual aggregate amount of Transaction Costs paid pursuant to Section 2.5(a) is other than an amount equal to 1.941% of the Total Equipment Cost, (F) there is any change in, or cost relating to a revision in, the structure of the transaction contemplated hereby as required by any of the Rating AgencyAgencies, or (G) there is any change in the Code or in the regulations promulgated thereunder or other official administrative pronouncementthereunder, which change is enacted (in the case of the Code) or promulgated and adopted (in the case of such regulations) and effective after the execution of this Agreement date hereof and prior to the Closing Pricing Date (provided that the Owner Participant or the Lessee, as the case may be, shall have provided notice to the other prior to the Closing Pricing Date), and which change alters or eliminates any the tax assumption assumptions used in calculating Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Values and Early Purchase Price, or (H) there is any change in, or cost relating to revision in, the structure of the transaction contemplated hereby as a result of any change in generally accepted accounting principles affecting the accounting treatment of the transaction by the Owner Participant then, in each such case, the Owner Participant shall recalculate the payments or amounts, as the case may be, of Basic Rent, the allocation of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts, Values and Early Purchase Price, Scheduled Amortization and Scheduled Amortization Amount (and the corresponding Rated Amortization and Rated Amortization Amount), (i) to preserve the Net Economic Return that the Owner Participant would have realized had such event not occurred, and (ii) to minimize to the greatest extent possible, consistent with the foregoing clause (i), the present value (discounted monthly at an interest rate per annum equal to the Debt Rate) of the sum of the payments of Basic Rent to the Early Purchase Date and the Early Purchase Price; provided, however, that in no event shall the Early Purchase Price be less than the expected fair market value of the Equipment on Participation Agreement (TRLI 2001-1C) the Early Purchase Date and the Basic Term Expiration Date, respectively, as determined by the AppraisalRent. Any such recalculation performed due to the occurrence of any one or more of the events an event described in clause (A), (B), (D), (E), (F), ) or (G) above shall be made prior to the Pricing Date, and any such recalculation performed due to the occurrence of an event described in clause (A) or (HF) above shall be made prior to the Closing Date. In performing any such recalculation and in determining the Owner Participant's Net Economic Return, the Owner Participant shall utilize the same methods and assumptions originally used in making the computations of Basic Rent, Stipulated Loss Values, Stipulated Loss Amounts, Termination Values, Termination Amounts Values and Early Purchase Price with respect to the Basic Term initially set forth in Schedules 3-A, 3-B, 4-A, 4-B 4 and 6 (other than those assumptions changed as a result of any of the events described in clauses (A) through (HG) of the preceding sentence necessitating such recalculation; it being agreed that such recalculation shall reflect solely any changes of assumptions or facts resulting directly from the event or events necessitating such recalculation). Such adjustments shall comply (to the extent the original structure complied) with Section 467 of the Code and the requirements of Sections 4.02(5), 4.07(1) and (2) and 4.08(1) of Revenue Procedure 200175-28 28, as amended, calculated, except in the case of a refinancing pursuant to Section 10.2, without taking into account any change after the Closing Pricing Date in or to (i) Section 467 of the Code (and any regulations thereunder), or (ii) Section 4.08(l) of Revenue Procedure 75-28.