Common use of Confirmation and Verification Clause in Contracts

Confirmation and Verification. Upon completion of any recalculation described above in this Section 3.4 a duly authorized officer of Lessor shall provide a certificate to Lessee either (x) stating that the payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Purchase Price and FPO Fixed Purchase Price with respect to the Basic Term as are then set forth in this Lease do not require change, or (y) setting forth such adjustments to the payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Purchase Price or and FPO Fixed Purchase Price with respect to the Basic Term as have been calculated by Lessor in accordance with Section 3.4(b) above. Such certificate shall describe in reasonable detail the basis for any such adjustments. If Lessee shall so request, the recalculation of any such adjustments described in this Section 3.4 shall be verified by a nationally recognized firm of independent accountants selected by Lessor and reasonably acceptable to Lessee and any such recalculation of such adjustment as so verified shall be binding on Lessee and Lessor. Such accounting firm shall be requested to make its determination within 30 days. Lessor shall provide to a representative of such accounting firm, on a confidential basis, such information as it may reasonably require (but excluding any books, records or tax returns), including the original assumptions used by Lessor and the methods used by Lessor in the original calculation of, and any recalculation of, Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Purchase Price and FPO Fixed Purchase Price and such other information as is necessary to determine whether the computation is accurate and in conformity with the provisions of this Lease. The reasonable costs of such verification shall be borne by Lessee, unless as a result of such verification process (1) the payments of Basic Rent certified by Lessor pursuant to this Section 3.4(c) are adjusted and such adjustment causes the sum of the present value of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annum, semiannually compounded, and discounting to the Settlement Date) to decline by 10 basis points or more from the sum of the present value of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annum, semiannually compounded, and discounting to the Settlement Date) certified by Lessor pursuant to this Section 3.4(c), or (2) any payment of Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price is adjusted and such adjustment causes such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price to decline by 10 basis points or more from such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price certified by Lessor pursuant to this Section 3.4(c), in which case Lessor shall be responsible for the reasonable costs of such verification.

Confirmation and Verification. Upon completion of any recalculation described above in this Section 3.4 2.6, a duly authorized officer of Lessor the Owner Participant shall provide a certificate to the Lessee either (x) stating that the payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Early Purchase Price and FPO Fixed Basic Term Purchase Price with respect to the Basic Term as are then set forth in Schedules 3, 4, 6 and 7 of this Lease Participation Agreement do not require change, or (y) setting forth such adjustments to the payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Early Purchase Price or and FPO Fixed Basic Term Purchase Price with respect to the Basic Term as have been calculated by Lessor the Owner Participant in accordance with Section 3.4(b2.6(a) above. Such certificate shall describe in reasonable detail the basis for any such adjustments, and any such adjustment and corresponding adjustments to the Stipulated Loss Values, Termination Values, Early Purchase Price and Basic Term Purchase Price will be computed on a basis consistent with that used by the Owner Participant in the original calculation of Basic Rent. Any such adjustment shall be deemed approved upon notice of such approval by the Lessee to the Owner Participant or on the thirty-first (31st) day following delivery of such certificate by the Owner Participant to the Lessee unless the Lessee, prior to such day, requests verification pursuant to the following sentence, and shall become effective as of the earlier of (i) the first Rent Payment Date and (ii) the date the Lessee approves or has been deemed to have approved such adjustment (except that any adjustment to Stipulated Loss Value shall be effective as of the Closing Date). If the Lessee shall so request, the recalculation of any such adjustments described in this Section 3.4 2.6 shall be verified on a confidential basis by a nationally recognized firm of independent accountants selected by Lessor the Owner Participant and reasonably acceptable to the Lessee and any such recalculation of such adjustment as so verified shall be binding on the Lessee and Lessorthe Owner Participant. Such accounting firm shall be requested to make its determination within 30 days. Lessor The Owner Participant shall provide to a representative of such accounting firm, on a confidential basis, such information as it may reasonably require (but excluding any books, records or tax returns)require, including the original assumptions used by Lessor the Owner Participant and the methods used by Lessor the Owner Participant in the original calculation of, and any recalculation of, Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Early Purchase Price and FPO Fixed Basic Term Purchase Price and such other information as is necessary to determine whether the computation is accurate and in conformity with the provisions of this LeaseAgreement, provided that in no event shall the Owner Participant have any obligation to provide the Lessee with any such information; and provided, further, that the Owner Participant shall have no obligation to disclose to the Lessee, such accounting firm or any other Person, or to permit the Lessee, such accounting firm or any other Person, to examine any federal, state or local income tax returns of the Owner Participant, or books or accounting records related thereto, for any taxable year. The reasonable Subject to the immediately following sentence, the costs of such verification shall be borne by the Lessee, unless . If such accounting firm's verification shall result in a decrease in the net present value (expressed as a result percentage of such verification process Total Equipment Cost) of the Basic Rent (1discounted semiannually at a rate per annum equal to the Debt Rate) under this Lease calculated as of the payments Closing Date, as compared to the net present value of Basic Rent certified proposed by Lessor pursuant to this Section 3.4(cthe Owner Participant, by more than the greater of (a) are adjusted and such adjustment causes the sum of the present value of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annum, semiannually compounded, and discounting to the Settlement Date) to decline by 10 basis points or more from the sum (b) 10% of the present value proposed adjustment, then the Owner Participant agrees to reimburse the Lessee for any amounts paid for such verification. Any revised adjustment resulting from such verification shall become effective on the next Rent Payment Date after such verification has been concluded (except that any adjustment to Stipulated Loss Value shall be effective as of the payments of Basic Rent through Closing Date), and including shall take into account any underpayment or overpayment, together with interest thereon at the EBO Fixed Purchase Price Date and the present value Debt Rate, resulting from an earlier effectiveness of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annum, semiannually compounded, and discounting to the Settlement Date) certified by Lessor pursuant to this Section 3.4(c), or (2) any payment of Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price is adjusted and such adjustment causes such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price to decline by 10 basis points or more from such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price certified by Lessor pursuant to this Section 3.4(c), in which case Lessor shall be responsible for the reasonable costs of such verificationoriginal adjustment.

Confirmation and Verification. Upon completion of any recalculation with respect to the Units described above in this Section 3.4 2.9(a), a duly authorized officer of Lessor the Owner Participant shall provide a certificate to Lessee the Lessee, the Indenture Trustee and each holder of a Note either (x) stating that for such Units the payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Purchase Price Values and FPO Fixed Purchase Price amortization of the Notes with respect to the Basic Lease Term as are then set forth in the appropriate portions of Schedules 2, 3, 4 and 5 of this Lease Agreement do not require change, or (y) setting forth such adjustments to the such payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Purchase Price Values or and FPO Fixed Purchase Price amortization of the Notes with respect to the Basic Lease Term as have been calculated by Lessor the Owner Participant in accordance with Section 3.4(b2.9(a) above. Such certificate shall describe in reasonable detail the basis for any such adjustments. If the Lessee shall so requestrequest within 30 days of receiving the certificate described in the first sentence of this Section 2.9(b), the recalculation of any such adjustments described in this Section 3.4 2.9 shall be verified by a nationally recognized firm of independent certified public accountants (other than the firm which then prepares the Lessee's audited statements unless the Owner Participant otherwise consents, which consent may be withheld in the Owner Participant's sole and absolute discretion) selected by Lessor the Lessee and reasonably acceptable to Lessee the Owner Participant, and any such recalculation of such adjustment as so verified shall be binding on the Lessee and Lessorthe Owner Participant. Such accounting firm accountants shall be requested to make its their determination within 30 daysdays of its appointment by the Lessee. Lessor The Owner Participant shall provide to a representative of such accounting firmaccountants, on a confidential basis, basis (and such information as it may accountants shall be obligated to execute a confidentiality agreement in form and substance reasonably require (but excluding any books, records or tax returnsacceptable to the Owner Participant), including the original assumptions used by Lessor the Owner Participant and the methods used by Lessor the Owner Participant in the original calculation of, and any recalculation of, Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Purchase Price Values and FPO Fixed Purchase Price amortization of the Notes and such other information as is necessary to determine whether the computation is accurate and in conformity with the provisions of this LeaseAgreement. In no event shall the Owner Participant be required to provide any tax return in connection with any verification. All materials provided by the Owner Participant shall remain the property of the Owner Participant and shall be returned to the Owner Participant contemporaneously with the completion of the verification process. The reasonable costs of such verification shall be borne by the Lessee, unless except that if such accounting firm s verification shall result in a decrease in the net present value of Basic Rent, as a result of such verification process (1) compared to the payments net present value of Basic Rent certified proposed by Lessor pursuant to this Section 3.4(c) are adjusted and such adjustment causes the sum of Owner Participant, each discounted at the present value of applicable Debt Rate, by more than 15 basis points, then the payments of Basic Rent through and including Owner Participant shall pay the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annum, semiannually compounded, and discounting to the Settlement Date) to decline by 10 basis points or more from the sum of the present value of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annum, semiannually compounded, and discounting to the Settlement Date) certified by Lessor pursuant to this Section 3.4(c), or (2) any payment of Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price is adjusted and such adjustment causes such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price to decline by 10 basis points or more from such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price certified by Lessor pursuant to this Section 3.4(c), in which case Lessor shall be responsible for the reasonable costs of such verification.

Confirmation and Verification. Upon completion of any recalculation described above in this Section 3.4 2.6, a duly authorized officer of Lessor Owner Participant shall provide a certificate to Lessee either (x) stating that the payments of Basic Rent, Stipulated Loss Values, Termination Values, Values and EBO Fixed Purchase Price and FPO Fixed Purchase Price with respect to the Basic Term as are then set forth in this the Lease do not require change, or (y) setting forth such adjustments to the payments of Basic Rent, Stipulated Loss Values, Termination Values, Values or EBO Fixed Purchase Price or and FPO Fixed Purchase Price with respect to the Basic Term as have been calculated by Lessor Owner Participant in accordance with Section 3.4(b2.6(a) above. Such certificate shall describe in reasonable detail the basis for any such adjustments. If Lessee shall so request, the recalculation of any such adjustments described in this Section 3.4 2.6 shall be verified by a nationally recognized firm of independent accountants selected by Lessor Owner Participant and reasonably acceptable to Lessee and any such recalculation of such adjustment as so verified shall be binding on Lessee and LessorOwner Participant. Such accounting firm shall be requested to make its determination within 30 days. Lessor Owner Participant shall provide to a representative of such accounting firm, on a confidential basis, such information as it may reasonably require (but excluding any books, records or tax returns), including the original assumptions used by Lessor Owner Participant and the methods used by Lessor Owner Participant in the original calculation of, and any recalculation of, Basic Rent, Stipulated Loss Values, Termination Values, Values and EBO Fixed Purchase Price and FPO Fixed Purchase Price and such other information as is necessary to determine whether the computation is accurate and in conformity with the provisions of this LeaseAgreement. The reasonable costs of such verification shall be borne by Lessee, unless as a result of such verification process (1) the payments of Basic Rent certified by Lessor Owner Participant pursuant to this Section 3.4(c2.6(b) are adjusted and such adjustment causes the sum of the present value of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annumthe relevant Debt Rate, semiannually compounded, and discounting to the Settlement Datedate hereof) to decline by 10 basis points or more from the sum of the present value of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annumthe relevant Debt Rate, semiannually compounded, and discounting to the Settlement Datedate hereof) certified by Lessor Owner Participant pursuant to this Section 3.4(c2.6(b), or (2) any payment of Stipulated Loss Value, Termination Value, Value or EBO Fixed Purchase Price or FPO Fixed Purchase Price is adjusted and such adjustment causes such Stipulated Loss Value, Termination Value, Value or EBO Fixed Purchase Price or FPO Fixed Purchase Price to decline by 10 basis points or more from such Stipulated Loss Value, Termination Value, Value or EBO Fixed Purchase Price or FPO Fixed Purchase Price certified by Lessor Owner Participant pursuant to this Section 3.4(c2.6(b), in which case Lessor Owner Participant shall be responsible for the reasonable costs of such verification.

Confirmation and Verification. Upon completion of any recalculation described above in this Section 3.4 2.6, a duly authorized officer of Lessor the Owner Participant shall provide a certificate to the Lessee either (x) stating that the payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Early Purchase Price and FPO Fixed Basic Term Purchase Price with respect to the Basic Term as are then set forth in Schedules 3, 4, 6 and 7 of this Lease Participation Agreement do ----------------------- not require change, or (y) setting forth such adjustments to the payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Early Purchase Price or and FPO Fixed Basic Term Purchase Price with respect to the Basic Term as have been calculated by Lessor the Owner Participant in accordance with Section 3.4(b2.6(a) above. Such certificate shall describe in reasonable detail the basis for any such adjustments, and any such adjustment and corresponding adjustments to the Stipulated Loss Values, Termination Values, Early Purchase Price and Basic Term Purchase Price will be computed on a basis consistent with that used by the Owner Participant in the original calculation of Basic Rent. Any such adjustment shall be deemed approved upon notice of such approval by the Lessee to the Owner Participant or on the thirty-first (31st) day following delivery of such certificate by the Owner Participant to the Lessee unless the Lessee, prior to such day, requests verification pursuant to the following sentence, and shall become effective as of the earlier of (i) the first Rent Payment Date and (ii) the date the Lessee approves or has been deemed to have approved such adjustment (except that any adjustment to Stipulated Loss Value shall be effective as of the Closing Date). If the Lessee shall so request, the recalculation of any such adjustments described in this Section 3.4 2.6 shall be verified on a confidential basis by a nationally recognized firm of independent accountants selected by Lessor the Owner Participant and reasonably acceptable to the Lessee and any such recalculation of such adjustment as so verified shall be binding on the Lessee and Lessorthe Owner Participant. Such accounting firm shall be requested to make its determination within 30 days. Lessor The Owner Participant shall provide to a representative of such accounting firm, on a confidential basis, such information as it may reasonably require (but excluding any books, records or tax returns)require, including the original assumptions used by Lessor the Owner Participant and the methods used by Lessor the Owner Participant in the original calculation of, and any recalculation of, Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Early Purchase Price and FPO Fixed Basic Term Purchase Price and such other information as is necessary to determine whether the computation is accurate and in conformity with the provisions of this LeaseAgreement, provided that in no event shall the Owner Participant have any obligation to -------- provide the Lessee with any such information; and provided, further, that the -------- ------- Owner Participant shall have no obligation to disclose to the Lessee, such accounting firm or any other Person, or to permit the Lessee, such accounting firm or any other Person, to examine any federal, state or local income tax returns of the Owner Participant, or books or accounting records related thereto, for any taxable year. The reasonable Subject to the immediately following sentence, the costs of such verification shall be borne by the Lessee, unless . If such accounting firm's verification shall result in a decrease in the net present value (expressed as a result percentage of such verification process Total Equipment Cost) of the Basic Rent (1discounted semiannually at a rate per annum equal to the Debt Rate) under this Lease calculated as of the payments Closing Date, as compared to the net present value of Basic Rent certified proposed by Lessor pursuant to this Section 3.4(cthe Owner Participant, by more than the greater of (a) are adjusted and such adjustment causes the sum of the present value of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annum, semiannually compounded, and discounting to the Settlement Date) to decline by 10 basis points or more from the sum (b) 10% of the present value proposed adjustment, then the Owner Participant agrees to reimburse the Lessee for any amounts paid for such verification. Any revised adjustment resulting from such verification shall become effective on the next Rent Payment Date after such verification has been concluded (except that any adjustment to Stipulated Loss Value shall be effective as of the payments of Basic Rent through Closing Date), and including shall take into account any underpayment or overpayment, together with interest thereon at the EBO Fixed Purchase Price Date and the present value Debt Rate, resulting from an earlier effectiveness of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annum, semiannually compounded, and discounting to the Settlement Date) certified by Lessor pursuant to this Section 3.4(c), or (2) any payment of Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price is adjusted and such adjustment causes such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price to decline by 10 basis points or more from such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price certified by Lessor pursuant to this Section 3.4(c), in which case Lessor shall be responsible for the reasonable costs of such verificationoriginal adjustment.

Confirmation and Verification. Upon completion of any recalculation described above in this Section 3.4 2.6, a duly authorized officer of Lessor the Owner Participant shall provide a certificate to the Lessee either (x) stating that the payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Early Purchase Price and FPO Fixed Basic Term Purchase Price with respect to the Basic Term as are then set forth in Schedules 3, 4, 5, 7 and 8 of this Lease Participation Agreement do not require change, or (y) setting forth such adjustments to the payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Early Purchase Price or and FPO Fixed Basic Term Purchase Price with respect to the Basic Term as have been calculated by Lessor the Owner Participant in accordance with Section 3.4(b2.6(a) above. Such certificate shall describe in reasonable detail the basis for any such adjustments. Any such adjustment shall become effective on the thirty-first (31st) day following delivery by the Owner Participant of such certificate to the Lessee unless Lessee, prior to such day, requests verification pursuant to the following sentence. Any such adjustment and corresponding adjustments to the Stipulated Loss Values, Termination Values, Early Purchase Price and Basic Term Purchase Price will be computed on a basis consistent with that used by the Owner Participant in the original calculation of Basic Rent. If the Lessee shall so request, the recalculation of any such adjustments described in this Section 3.4 2.6 shall be verified by a nationally recognized firm of independent accountants selected by Lessor the Owner Participant and reasonably acceptable to the Lessee and any such recalculation of such adjustment as so verified shall be binding on the Lessee and Lessorthe Owner Participant. Such accounting firm shall be requested to make its determination within 30 days. Lessor The Owner Participant shall provide to a representative of such accounting firm, on a confidential basis, such information as it may reasonably require (but excluding any books, records or tax returns)require, including the original assumptions used by Lessor the Owner Participant and the methods used by Lessor the Owner Participant in the original calculation of, and any recalculation of, Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Early Purchase Price and FPO Fixed Basic Term Purchase Price and such other information as is necessary to determine whether the computation is accurate and in conformity with the provisions of this LeaseAgreement, provided that in no event shall the Owner Participant have any obligation to provide the Lessee with any such information; and provided, further, that the Owner Participant shall have no obligation to disclose to the Lessee, such accounting firm or any other Person, or to permit the Lessee, such accounting firm or any other Person, to examine any federal, state or local income tax returns of the Owner Participant, or books or accounting records related thereto, for any taxable year. The reasonable costs of such verification shall be borne by the Lessee; provided, unless however, if such accounting firm's verification shall result in a decrease in the net present value (expressed as a result percentage of such verification process Total Equipment Cost) of the Basic Rent (1discounted semiannually at a rate per annum equal to the Debt Rate) under the payments Lease calculated as of the Initial Closing Date in the case of Units delivered at the Initial Closing or as of the Subsequent Closing Date in the case of Units delivered at the Subsequent Closing Date, as compared to the net present value of Basic Rent certified proposed by Lessor pursuant to this Section 3.4(cthe Owner Participant, by more than the greater of (x) are adjusted and such adjustment causes the sum of the present value of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annum, semiannually compounded, and discounting to the Settlement Date) to decline by 10 basis points or more from the sum (y) 10% of the present value of proposed adjustment, then the payments of Basic Rent through and including Owner Participant agrees to reimburse the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values Lessee for purposes of the foregoing being computed using a discount rate of 7.75% per annum, semiannually compounded, and discounting to the Settlement Date) certified by Lessor pursuant to this Section 3.4(c), or (2) any payment of Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price is adjusted and such adjustment causes such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price to decline by 10 basis points or more from such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price certified by Lessor pursuant to this Section 3.4(c), in which case Lessor shall be responsible amounts paid for the reasonable costs of such verification.. Any revised adjustment

Confirmation and Verification. Upon completion of any recalculation described above in this Section 3.4 2.6, a duly authorized officer of Lessor Owner Participant shall provide a certificate to Lessee either (x) stating that the payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Purchase Price and FPO Fixed Purchase Price with respect to the Basic Term as are then set forth in this the Lease do not require change, or (y) setting forth such adjustments to the payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Purchase Price or and FPO Fixed Purchase Price with respect to the Basic Term as have been calculated by Lessor Owner Participant in accordance with Section 3.4(b2.6(b) above. Such certificate shall describe in reasonable detail the basis for any such adjustments. If Lessee shall so request, the recalculation of any such adjustments described in this Section 3.4 2.6 shall be verified by a nationally recognized firm of independent accountants selected by Lessor Owner Participant and reasonably acceptable to Lessee and any such recalculation of such adjustment as so verified shall be binding on Lessee and LessorOwner Participant. Such accounting firm shall be requested to make its determination within 30 days. Lessor Owner Participant shall provide to a representative of such accounting firm, on a confidential basis, such information as it may reasonably require (but excluding any books, records or tax returns), including the original assumptions used by Lessor Owner Participant and the methods used by Lessor Owner Participant in the original calculation of, and any recalculation of, Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Purchase Price and FPO Fixed Purchase Price and such other information as is necessary to determine whether the computation is accurate and in conformity with the provisions of this LeaseAgreement. The reasonable costs of such verification shall be borne by Lessee, unless as a result of such verification process (1) the payments of Basic Rent certified by Lessor Owner Participant pursuant to this Section 3.4(c2.6(c) are adjusted and such adjustment causes the sum of the present value of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annumthe relevant Debt Rate, semiannually compounded, and discounting to the Settlement Closing Date) to decline by 10 basis points or more from the sum of the present value of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annumthe relevant Debt Rate, semiannually compounded, and discounting to the Settlement Closing Date) certified by Lessor Owner Participant pursuant to this Section 3.4(c2.6(c), or (2) any payment of Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price is adjusted and such adjustment causes such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price to decline by 10 basis points or more from such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price certified by Lessor Owner Participant pursuant to this Section 3.4(c2.6(c), in which case Lessor Owner Participant shall be responsible for the reasonable costs of such verification.

Confirmation and Verification. Upon completion of any recalculation described above in this Section 3.4 2.6, a duly authorized officer of Lessor the Owner Participant shall provide a certificate to the Lessee either (x) stating that the payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Early Purchase Price, Basic Term Purchase Price and FPO Fixed Outside Date Purchase Price with respect to the Basic Term as are then set forth in Schedules 3A, 3B, 3C, 4A, 4B, 4C, 5A, 5B, 5C, 7, 7A, 7B 7C, 8, 8A, 8B, 8C and 9, 9A, 9B, 9C of this Lease Participation Agreement do not require change, or (y) setting forth such adjustments to the payments of Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Early Purchase Price, Basic Term Purchase Price or and FPO Fixed Outside Date Purchase Price with respect to the Basic Term as have been calculated by Lessor the Owner Participant in accordance with Section 3.4(b2.6(a) above. Such certificate shall describe in reasonable detail the basis for any such adjustments. Any such adjustment shall become effective on the thirty-first (31st) day following delivery by the Owner Participant of such certificate to the Lessee unless Lessee, prior to such day, requests verification pursuant to the following sentence. Any such adjustment and corresponding adjustments to the Stipulated Loss Values, Termination Values, Early Purchase Price, Basic Term Purchase Price and Outside Date Purchase Price will be computed on a basis consistent with that used by the Owner Participant in the original calculation of Basic Rent. If the Lessee shall so request, the recalculation of any such adjustments described in this Section 3.4 2.6 shall be verified by a nationally recognized firm of independent accountants selected by Lessor the Owner Participant and reasonably acceptable to the Lessee and any such recalculation of such adjustment as so verified shall be binding on the Lessee and Lessorthe Owner Participant. Such accounting firm shall be requested to make its determination within 30 days. Lessor The Owner Participant shall provide to a representative of such accounting firm, on a confidential basis, such information as it may reasonably require (but excluding any books, records or tax returns)require, including the original assumptions used by Lessor the Owner Participant and the methods used by Lessor the Owner Participant in the original calculation of, and any recalculation of, Basic Rent, Stipulated Loss Values, Termination Values, EBO Fixed Early Purchase Price, Basic Term Purchase Price and FPO Fixed Outside Date Purchase Price and such other information as is necessary to determine whether the computation is accurate and in conformity with the provisions of this LeaseAgreement, provided that in no event shall the Owner Participant have any obligation to provide the Lessee with any such information; and provided, further, that the Owner Participant shall have no obligation to disclose to the Lessee, such accounting firm or any other Person, or to permit the Lessee, such accounting firm or any other Person, to examine any federal, state or local income tax returns of the Owner Participant, or books or accounting records related thereto, for any taxable year. The reasonable Owner Participant and the Lessee hereby agree that the sole responsibility of such accounting firm shall be to verify the Owner Participant's computations under this Section 2.6 and that the matters of interpretation of the Lease or any other Operative Agreement are not within the scope of the accounting firm's responsibilities. The costs of such verification shall be borne by the Lessee; provided, unless however, if such accounting firm's verification shall result in a decrease in the net present value (expressed as a result percentage of such verification process Total Equipment Cost) of the Basic Rent (1discounted semiannually at a rate per annum equal to the Debt Rate) under the payments Lease calculated as of the Initial Closing Date in the case of Units delivered at the Initial Closing or as of the Subsequent Closing Date in the case of Units delivered at the Subsequent Closing Date, as compared to the net present value of Basic Rent certified proposed by Lessor pursuant to this Section 3.4(cthe Owner Participant, by more than the greater of (x) are adjusted and such adjustment causes the sum of the present value of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annum, semiannually compounded, and discounting to the Settlement Date) to decline by 10 basis points or more from the sum (y) 10% of the present value proposed adjustment, then the Owner Participant agrees to reimburse the Lessee for any amounts paid for such verification. Any revised adjustment resulting from such verification shall become effective on the next Rent Payment Date after such verification has been concluded, and shall take into account any underpayment or overpayment, together with interest thereon at the Debt Rate, resulting from an earlier effectiveness of the payments of Basic Rent through and including the EBO Fixed Purchase Price Date and the present value of the EBO Fixed Purchase Price (all present values for purposes of the foregoing being computed using a discount rate of 7.75% per annum, semiannually compounded, and discounting to the Settlement Date) certified by Lessor pursuant to this Section 3.4(c), or (2) any payment of Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price is adjusted and such adjustment causes such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price to decline by 10 basis points or more from such Stipulated Loss Value, Termination Value, EBO Fixed Purchase Price or FPO Fixed Purchase Price certified by Lessor pursuant to this Section 3.4(c), in which case Lessor shall be responsible for the reasonable costs of such verificationoriginal adjustment.