Common use of Confirmation of Adjustments Clause in Contracts

Confirmation of Adjustments. (a) The amount of any adjustment pursuant to this Section 4 shall be determined by the Owner Participant, which shall provide to the Lessee, the Lessor and the Indenture Trustee notice of such adjustment accompanied by an Officer's Certificate of the Owner Participant, which Officer's Certificate shall set forth the amount of and the reason for any such adjustment and which shall confirm that such adjustment was made in accordance with the provisions of this Section 4. Such adjustment shall become effective as of the date therein set forth (determined in accordance with Section 4.3 (subject to later revision, if any, pursuant to Section 4.4(b))) upon delivery by the Owner Participant to the Lessee of such notice and Officer's Certificate. (b) Within 20 Business Days after receipt of such certificate, the Lessee may request that such adjustment be verified by a nationally recognized, independent public accounting firm selected by Owner Participant and reasonably acceptable to the Lessee. In such verification process pursuant to the preceding sentence, such accounting firm shall be given access by the Owner Participant to the assumptions, methods, computations, programs and files utilized by the Owner Participant in calculating such proposed adjustment and employed in the calculation of the Basic Rent Percentages, Stipulated Loss Value Percentages, Termination Value Percentages, Early Buy-out Percentages and Fixed Price Purchase Amount, subject to the execution of such confidentiality agreements as the Owner Participant shall reasonably request (which agreements shall prohibit disclosure of the Owner Participant's assumptions, methodology, programs or files to any third party, including the Lessee). Such independent accounting firm shall be entitled only to verify the mathematical calculations made by the Owner Participant and shall not be entitled to interpret the provisions of this Lease. Under no circumstances shall such independent public accounting firm or any other Person be entitled to review the tax returns of the Owner Participant. Any revised adjustment resulting from such verification shall become effective on the next Basic Rent Payment Date after such verification has been concluded, and shall take into account any underpayment or overpayment resulting from an earlier effectiveness of the original adjustment. (c) Such verification by such accounting firm shall be at the expense of the Lessee unless such verified adjustment results in a readjustment in favor of the Lessee that exceeds ten (10) basis points in the Net Present Value of Basic Rent (as a percentage of Lessor's Cost), in which case such verification shall be at the expense of the Owner Participant. Such determination by the Owner Participant, or, if so requested in accordance with Section 4.4(b), such verified adjustment, as the case may be, shall be conclusive and binding.

Confirmation of Adjustments. (a1) The amount of any adjustment pursuant to this Section 4 shall be determined by the Owner Participant, which shall provide to the Lessee, the Lessor and the Indenture Trustee notice of such adjustment accompanied by an Officer's Certificate of the Owner Participant, which Officer's Certificate shall set forth the amount of and the reason for any such adjustment and which shall confirm that such adjustment was made in accordance with the provisions of this Section 4. Such adjustment shall shall, subject to the following provisions of this Section 4(d), become effective as of the date therein set forth (determined in accordance with Section 4.3 (subject to later revision, if any, pursuant to Section 4.4(b)4(c)) upon delivery by the Owner Participant to the Lessee of such notice and Officer's Certificate. (b2) Within 20 twenty (20) Business Days after receipt of an Officer's Certificate pursuant to paragraph (d)(1) above, if Lessee believes that such certificateadjustment is incorrect, the Lessee may request that such adjustment be verified by a nationally recognized, one of the six largest U.S. independent public accounting firm firms, including Owner Participant's regular independent accounting firm, as selected by Owner Participant and reasonably acceptable to the LesseeParticipant. In such verification process pursuant to the preceding sentenceprocess, such accounting firm shall be given access by the Owner Participant to the assumptions, methodsmethods of calculation, computations, computer programs and files utilized employed by the Owner Participant in calculating such proposed adjustment and employed in the original calculation of the Basic Rent PercentagesScheduled Rent, Stipulated Loss Value PercentagesValue, Termination Value Percentages, Early Buy-out Percentages and Fixed Price Purchase Amountthe EBO Amounts as of the Delivery Date, subject to the execution of such confidentiality agreements as the Owner Participant shall reasonably request (which agreements shall prohibit disclosure of the Owner Participant's assumptions, methodology, programs or files to any third party, including the Lessee). Such independent accounting firm shall be entitled only to verify the mathematical calculations made by the Owner Participant and shall not be entitled to interpret the provisions of this Lease. Under no circumstances shall such independent public accounting firm or any other Person be entitled to review the tax returns of the Owner Participantrequest. Any revised adjustment resulting from such verification shall become effective on the next Basic Rent Payment Date occurring on or after 15 days after such verification has been concluded, and shall take into account any underpayment or overpayment resulting from an earlier effectiveness of the original adjustment. (c3) Such verification by such accounting firm shall be at the expense of the Lessee unless such verified adjustment results in a readjustment in favor of the Lessee that exceeds ten (10) 5 basis points in the Net Present Value of Basic Rent (as a percentage of Lessor's Cost)Scheduled Rent, in which case such verification shall be at the expense of the Owner Participant. Such determination of adjustment by the Owner Participant, or, if so requested in accordance with Section 4.4(b4(d)(2), such verified adjustment, as the case may be, shall be conclusive and bindingbinding on the parties to the Participation Agreement.

Confirmation of Adjustments. (a) The amount of any adjustment pursuant to this Section 4 Owner Participant --------------------------- shall be determined by the Owner Participant, which shall promptly provide to the Lessee, the Lessor and the Indenture Trustee notice of such any adjustment accompanied by under this Section 2.12, together with an Officer's Certificate of the Owner Participant, which Officer's Certificate shall set forth the amount of and the reason for any such adjustment, specify in reasonable detail (but without disclosure of confidential information) the basis of the calculation of such adjustment (which basis shall be consistent with the provisions of this Section 2.12) and which shall confirm that such adjustment was made in accordance with the provisions of this Section 4. Such adjustment shall become effective as of the date therein set forth (determined in accordance with Section 4.3 (subject to later revision, if any, pursuant to Section 4.4(b))) upon delivery by the Owner Participant to the Lessee of such notice and Officer's Certificate2.12. (b) Within 20 Business Days after receipt of such certificate, the The Lessee may request that any such adjustment and confirmation be verified by a nationally recognized, independent public accounting firm that regularly audits the financial statements of, or is selected by by, the Owner Participant and reasonably acceptable to the Lessee. In performing such verification process pursuant to the preceding sentenceverification, such accounting firm shall be given access by the Owner Participant to the assumptions, methods, computations, programs and files utilized by the Owner Participant in calculating such proposed adjustment and employed in the calculation of the Basic Rent Percentages, Stipulated Loss Value Percentages, Termination Value Percentages, Early Buy-out Percentages and Fixed Price Purchase AmountEBO Percentages, subject to the execution of such confidentiality agreements as the Owner Participant shall reasonably request (which agreements shall prohibit disclosure of the Owner Participant's assumptions, methodology, programs or files to any third party, including the Lessee). Such independent accounting firm shall be entitled only to verify the mathematical calculations made by the Owner Participant and shall not be entitled to interpret the provisions of this Lease. Under no circumstances shall such independent public accounting firm or any other Person be entitled to review the tax returns of the Owner Participant. Any revised adjustment resulting from such verification shall become effective on the next Basic Rent Payment Date after such verification has been concluded, and shall take into account any underpayment or overpayment resulting from an earlier effectiveness of the original adjustmentClosing Date. (c) Such Any such verification by such an accounting firm pursuant to Section 2.12.4(b) shall be at the expense of the Lessee unless such verified adjustment results in a readjustment in favor the net present value (using the Debt Rate) of Basic Rent, or the Lessee that amount of any EBO Purchase Price, Termination Value or Stipulated Loss Value, as determined by the Owner Participant, exceeds by more than ten (10) basis points in the Net Present Value net present value of Basic Rent (as a percentage Rent, or the amount of Lessor's Cost)such EBO Purchase Price, in which case such verification shall be at the expense of the Owner Participant. Such determination by the Owner Participant, or, if so requested in accordance with Section 4.4(b), such verified adjustmentTermination Value or Stipulated Loss Value, as the case may be, shall be conclusive and bindingdetermined by such accounting firm.

Confirmation of Adjustments. (a) The amount of any adjustment --------------------------- pursuant to this Section 4 shall be determined by the Owner Participant, which shall provide to the Lessee, the Lessor and the Indenture Trustee notice of such adjustment accompanied by an Officer's Certificate of the Owner Participant, which Officer's Certificate shall set forth the amount of and the reason for any such adjustment, specify in reasonable detail (but without disclosure of confidential information) the basis of the calculation of such adjustment (which basis shall be consistent with the provisions of this Section 4) and which shall confirm that such adjustment was made in accordance with the provisions of this Section 4. Such adjustment shall become effective as of the date therein set forth (determined in accordance with Section 4.3 (and subject to later revision, if any, pursuant to Section 4.4(b))) upon delivery by the Owner Participant to the Lessee of such notice and Officer's Certificate. (b) Within 20 thirty (30) Business Days after receipt of such certificateOfficer's Certificate, the Lessee may request that such adjustment and confirmation be verified by a nationally recognized, independent public accounting firm that regularly audits the financial statements of, or is selected by by, the Owner Participant and reasonably acceptable to the Lessee. In performing such verification process pursuant to the preceding sentence, such accounting firm shall be given access by the Owner Participant to the assumptions, methods, constraints, computations, programs and files utilized by the Owner Participant in calculating such proposed adjustment and employed in the calculation of the Basic Rent Percentages, Stipulated Loss Value Percentages, Termination Value Percentages, Early Buy-out Percentages and Fixed Price Purchase AmountEBO Percentages, subject to the execution of such confidentiality agreements as the Owner Participant shall reasonably request (which agreements shall prohibit disclosure of the Owner Participant's assumptions, methodology, constraints, programs or files to any third party, including the Lessee). Such independent accounting firm shall be entitled only to verify the mathematical calculations made by the Owner Participant and shall not be entitled to interpret the provisions of this Lease. Under no circumstances shall such independent public accounting firm or any other Person be entitled to review the tax returns of the Owner Participant. Any revised adjustment resulting from such verification shall become effective in the case of Basic Rent on the next Basic Rent Payment Date or otherwise immediately after such verification has been concluded, and shall take into account any underpayment or overpayment resulting from an earlier effectiveness of the original proposed adjustment. (c) Such verification by such accounting firm shall be at the expense of the Lessee unless such verified adjustment results in a readjustment in favor the net present value (using the Debt Rate) of Basic Rent, or the Lessee that amount of any EBO Purchase Price, Termination Value or Stipulated Loss Value, as determined by the Owner Participant, exceeds by more than ten (10) basis points in the Net Present Value net present value of Basic Rent (as a percentage Rent, or the amount of Lessor's Cost)such EBO Purchase Price, in which case such verification shall be at the expense of the Owner Participant. Such determination by the Owner Participant, or, if so requested in accordance with Section 4.4(b), such verified adjustmentTermination Value or Stipulated Loss Value, as the case may be, shall be conclusive and bindingdetermined by such accounting firm.

Confirmation of Adjustments. (a) The amount of any adjustment pursuant to this Section 4 Owner Participant --------------------------- shall be determined by the Owner Participant, which shall promptly provide to the LesseeCharterer, the Lessor Owner Trustee and the Indenture Trustee notice of such any adjustment accompanied by under this Section 2.12, together with an Officer's Certificate of the Owner Participant, which Officer's Certificate shall set forth the amount of and the reason for any such adjustment, specify in reasonable detail (but without disclosure of confidential information) the basis of the calculation of such adjustment (which basis shall be consistent with the provisions of this Section 2.12) and which shall confirm that such adjustment was made in accordance with the provisions of this Section 4. Such adjustment shall become effective as of the date therein set forth (determined in accordance with Section 4.3 (subject to later revision, if any, pursuant to Section 4.4(b))) upon delivery by the Owner Participant to the Lessee of such notice and Officer's Certificate2.12. (b) Within 20 Business Days after receipt of such certificate, the Lessee The Charterer may request that any such adjustment and confirmation be verified by a nationally recognized, independent Independent public accounting firm that regularly audits the financial statements of, or is selected by by, the Owner Participant and reasonably acceptable to the LesseeCharterer. In performing such verification process pursuant to the preceding sentenceverification, such accounting firm shall be given access by the Owner Participant to the assumptions, methods, computations, programs and files utilized by the Owner Participant in calculating such proposed adjustment and employed in the calculation of the Basic Rent Percentages, Stipulated Loss Value Percentages, Termination Value Percentages, Early Buy-out Percentages and Fixed Price Purchase AmountEconomic Factors, subject to the execution of such confidentiality agreements as the Owner Participant shall reasonably request (which agreements shall may prohibit disclosure of the Owner Participant's assumptions, methodology, programs or files to any third party, including the LesseeCharterer). Such independent accounting firm shall be entitled only to verify the mathematical calculations made by the Owner Participant and shall not be entitled to interpret the provisions of this Lease. Under no circumstances shall such independent public accounting firm or any other Person be entitled to review the tax returns of the Owner Participant. Any revised adjustment resulting from such verification shall become effective on the next Basic Rent Payment Date after such verification has been concluded, and shall take into account any underpayment or overpayment resulting from an earlier effectiveness as of the date on which the original adjustmentadjustment would have become effective but for such revision. (c) Such Any such verification by such an accounting firm pursuant to Section 2.12.4(b) shall be at the expense of the Lessee unless Charterer; provided, however, that if -------- ------- an error is discovered, which: 1) results from a change in the methodology employed by the Owner Participant in making such verified adjustment results from the methodology employed in a readjustment in favor preparation of the Lessee that exceeds ten original Owner Participant's proposal dated July 15, 1997 to Charterer, as further clarified by the facsimile dated August 18, 1997 from Xxxx Xxxxxxx of Helm Financial Corporation to Xxxxxxx X. Xxxxxxxxx of Mobil Corporation, and such methodology should have remained unchanged, or 2) causes Charterer's Net Present Value Cost to increase by five (105) basis points in the Net Present Value of Basic Rent (as a percentage of Lessor's Cost)or more, in which case then such verification shall expense will be at the expense of paid by the Owner Participant. Such determination The Economic Factors will, in any case, be sufficient to repay the outstanding principal amount of the Outstanding Secured Notes and any interest due and payable and accrued thereon since the last scheduled interest payment date unless, in the case of Base Charter Hire, otherwise agreed to by the Owner Charterer and the Loan Participant, or, if so requested in accordance with Section 4.4(b), such verified adjustment, as the case may be, shall be conclusive and binding.

Confirmation of Adjustments. (a) The amount of any adjustment pursuant to this Section 4 shall be determined by the Owner Participant, which shall provide to the Lessee, the Lessor and the Indenture Trustee notice of such adjustment accompanied by an Officer's ’s Certificate of the Owner Participant, which Officer's ’s Certificate shall set forth the amount of and the reason for any such adjustment and which shall confirm that such adjustment was made in accordance with the provisions of this Section 4. Such adjustment shall become effective as of the date therein set forth therein (determined in accordance with Section 4.3 (subject to later revision, if any, pursuant to Section 4.4(b))) upon delivery by the Owner Participant to the Lessee of such notice and Officer's ’s Certificate. (b) . Within 20 Business Days after receipt of such certificatenotice and Officer’s Certificate, the Lessee may request that such adjustment be verified by a nationally recognized, independent public accounting firm selected by Owner Participant the Lessee and reasonably acceptable to the LesseeOwner Participant. In such verification process pursuant to the preceding sentenceprocess, such accounting firm shall be given access by the Owner Participant to the assumptions, methods, computations, programs and files utilized by the Owner Participant in calculating such proposed adjustment and employed in the calculation of the Basic Base Rent Percentages, Stipulated Loss Base Termination Value Percentages, Termination Value Percentages, Early Buy-out Percentages and Fixed Price Purchase Amount, Allocated Rent, Section 467 Loan Balance, Lessor Section 467 Interest and Lessee Section 467 Interest, subject to the execution of such confidentiality agreements as the Owner Participant shall reasonably request (which agreements shall prohibit disclosure of the Owner Participant's ’s assumptions, methodology, computations, programs or files to any third party, including the Lessee). Such independent accounting firm shall be entitled only to verify the mathematical calculations made by the Owner Participant and shall not be entitled to interpret the provisions of this Lease. Under no circumstances shall such independent public accounting firm or any other Person be entitled to review the tax returns of the Owner Participant. Any revised adjustment resulting from such verification shall become effective on with respect to the next Basic Base Rent Payment Date after such verification has been concluded, and shall take into account any underpayment or overpayment resulting from an earlier effectiveness of the original adjustment. (cb) Such verification by such accounting firm shall be at the expense of the Lessee unless such verified adjustment results in a readjustment in favor of the Lessee that exceeds ten (10) basis points in the Net Present Value of Basic Rent (as a percentage of Lessor's Cost)Base Rent, in which case such verification shall be at the expense of the Owner Participant. Such determination by the Owner Participant, or, if so requested in accordance with Section 4.4(b), such verified adjustment, as the case may be, shall be conclusive and binding.