Recalculation Procedures. Any recalculation of Basic Rent, Stipulated Loss Value and Termination Value percentages and the Special Purchase Price pursuant to this Section 3.7 shall be determined by Owner Participant, and shall be subject to the verification of Lessee and its advisors. Such recalculated Basic Rent, Stipulated Loss Value and Termination Value percentages and Special Purchase Price (including installments thereof) shall be set forth in a Lease Supplement and, in the case of Basic Rent, shall become effective as of the next succeeding Rent Payment Date and, in the case of Stipulated Loss Value, Termination Value and the Special Purchase Price, shall be retroactive to the inception of this Lease. Such recalculated Basic Rent and, if applicable, the Special Purchase Price shall be determined so as to conform, in the opinion of Owner Participant's tax counsel, to all applicable tax constraints and requirements, including the requirements of Section 467 of the Code and Sections 4.(1)(B), 4.(6) and 5. of Revenue Procedure 75-21, 75-1 Cum. Bull. 715; provided, however, that notwithstanding the foregoing, all adjustments provided for herein shall be based on the same calculation methods and assumptions (including tax assumptions set forth in Section 2 of the Tax Indemnity Agreement) as were used initially by the Owner Participant in determining Basic Rent, Stipulated Loss Values, Termination Values and the Special Purchase Price for the Aircraft (except and only to the extent such assumptions are required to be changed by virtue of the event giving rise to the adjustment or any event giving rise to any prior adjustments pursuant to the terms of this Lease) and shall take into account the amount and timing of any contribution made by the Owner Participant to the Estate subsequent to the Delivery Date. If, upon verification of the percentages determined by Owner Participant pursuant to this Section 3.7, Lessee does not agree with the determination of Owner Participant, then an independent accounting firm, to be selected by Owner Participant and reasonably acceptable to Lessee, shall verify the computations. Such accounting firm shall be requested to make its determination within 30 days. Owner Participant shall provide to such accounting firm such information as it may reasonably require, including a description of the methodology of the calculations used in computing such adjustments SALE AND LEASE AGREEMENT [N396SW] -17- 24 and such other information as is necessary to determine whether the computations are mathematically accurate. The accounting firm shall hold in strict confidence such methodology and other information. The computations of Owner Participant or the accounting firm selected as provided above, whichever is applicable, shall be final, binding and conclusive upon Lessee and Lessor, and Lessee shall have no right to inspect the books, records, tax returns or other documents of or relating to Owner Participant to verify such computations or for any other purpose in connection with such adjustments. All fees and expenses payable to the accounting firm selected above under this Section 3.7.2 shall be borne by Lessee, except that such fees and expenses shall be payable by Owner Participant if the computations provided by Owner Participant are higher than those provided by the accounting firm and the computations of such accounting firm causes the present value of the Basic Rent (utilizing a semi-annual discount rate that, on an annual basis, is equal to 8.60%) as computed by Owner Participant to decrease by ten basis points or more.
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Recalculation Procedures. Any recalculation of Interim Rent, Basic Rent, Stipulated Loss Value and Termination Value percentages and the Special Purchase Price pursuant to this Section 3.7 shall be determined by Owner Participant, and shall be subject to the verification of Lessee and its advisorsadvisor. Such recalculated Interim Rent, Basic Rent, SALE AND LEASE AGREEMENT [N604SW] -16- 23 Stipulated Loss Value and Termination Value percentages and Special Purchase Price (including installments thereof) shall be set forth in a Lease Supplement and, in the case of Interim Rent or Basic Rent, shall become effective as of the next succeeding Rent Payment Date and, in the case of Stipulated Loss Value, Termination Value and the Special Purchase Price, shall be retroactive to the inception of this Lease. Such recalculated Interim Rent or Basic Rent and, if applicable, the Special Purchase Price shall be determined so as to conform, in the opinion of Owner Participant's tax counsel, to all applicable tax constraints and requirements, including the requirements of Section 467 of the Code and Sections 4.(1)(B), 4.(6) and 5. of Revenue Procedure 75-21, 75-1 Cum. Bull. 715; provided, however, that notwithstanding the foregoing, all adjustments provided for herein shall be based on the same calculation methods and assumptions (including tax assumptions set forth in Section 2 of the Tax Indemnity Agreement) as were used initially by the Owner Participant in determining the Interim Rent, Basic Rent, Stipulated Loss Values, Termination Values and the Special Purchase Price for the Aircraft (except and only to the extent such assumptions are required to be changed by virtue of the event giving rise to the adjustment or any event giving rise to any prior adjustments pursuant to the terms of this Lease) and shall take into account the amount and timing of any contribution made by the Owner Participant to the Estate subsequent to the Delivery Date. If, upon verification of the percentages determined by Owner Participant pursuant to this Section 3.7, Lessee does not agree with the determination of Owner Participant, then an independent accounting firm, to be selected by Owner Participant and reasonably acceptable to Lessee, shall verify the computations. Such accounting firm shall be requested to make its determination within 30 days. Owner Participant shall provide to such accounting firm such information as it may reasonably require, including a description of the methodology of the calculations used in computing such adjustments SALE AND LEASE AGREEMENT [N396SW] -17- 24 and such other information as is necessary to determine whether the computations are mathematically accurate. The accounting firm shall hold in strict confidence such methodology and other information. The computations of Owner Participant or the accounting firm selected as provided above, whichever is applicable, shall be final, binding and conclusive upon Lessee and Lessor, and Lessee shall have no right to inspect the books, records, tax returns or other documents of or relating to Owner Participant to verify such computations or for any other purpose in connection with such adjustments. All fees and expenses payable to the accounting firm selected above under this Section 3.7.2 shall be borne by Lessee, except that such fees and expenses shall be payable by Owner Participant if the computations provided by Owner Participant are higher than those provided by the accounting firm and the computations of such accounting firm causes the present value of the Interim Rent and Basic Rent (utilizing a semi-annual discount rate that, on an annual basis, is equal to 8.608.05%) as computed by Owner Participant to decrease by ten basis points or more.
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Recalculation Procedures. Any recalculation of Interim Rent, Basic Rent, Stipulated Loss Value and Termination Value percentages and the Special Purchase Price pursuant to this Section 3.7 shall be determined by Owner Participant, and shall be subject to the verification of Lessee and its advisors. Such recalculated Interim Rent, Basic Rent, Stipulated Loss Value and Termination Value percentages and Special Purchase Price (including installments thereof) shall be set forth in a Lease Supplement and, in the case of Interim Rent or Basic Rent, shall become effective as of the next succeeding Rent Payment Date and, in the case of Interim Rent or Stipulated Loss Value, Termination Value and the Special Purchase Price, shall be retroactive to the inception of this Lease. Such recalculated Interim Rent or Basic Rent and, if applicable, the Special Purchase Price shall be determined so as to conform, in the opinion of Owner Participant's tax counsel, to all applicable tax constraints and requirements, including the requirements of Section 467 of the Code and Sections 4.(1)(B), 4.(6) and 5. of Revenue Procedure 75-21, 75-1 Cum. Bull. 715; provided, however, that notwithstanding the foregoing, all adjustments provided for herein shall be based on the same calculation methods and assumptions (including tax assumptions set forth in Section 2 of the Tax Indemnity Agreement) as were used initially by the Owner Participant in determining Interim Rent, Basic Rent, Stipulated Loss Values, Termination Values and the Special Purchase Price for the Aircraft (except and only to the extent such assumptions are required to be changed by virtue of the event giving rise to the adjustment or any event giving rise to any prior adjustments pursuant to the terms of this Lease) and shall take into account the amount and timing of any contribution made by the Owner Participant to the Estate subsequent to the Delivery Date. If, upon verification of the percentages determined by Owner Participant pursuant to this Section 3.7, Lessee does not agree with the determination of Owner Participant, then an independent accounting firm, to be selected by Owner Participant and reasonably acceptable to Lessee, shall verify the computations. Such accounting firm shall be requested to make its determination within 30 days. Owner Participant shall provide to such accounting firm such information as it may reasonably require, including a description of the methodology of the calculations used in computing such adjustments SALE AND LEASE AGREEMENT [N396SW] -17- 24 and such other information as is necessary to determine whether the computations are mathematically accurate. The accounting firm shall hold in strict confidence such methodology and other information. The computations of Owner Participant or the accounting firm selected as provided above, whichever is applicable, shall be final, binding and conclusive upon Lessee and Lessor, and Lessee shall have no right to inspect the books, records, tax returns or other documents of or relating to Owner Participant to verify such computations or for any other purpose in connection with such adjustments. All fees and expenses payable to the accounting firm selected above under this Section 3.7.2 shall be borne by Lessee, except that such fees and expenses shall be payable by Owner Participant if the computations provided by Owner Participant are higher than those provided by the accounting firm and the computations of such accounting firm causes the present value of the Basic Rent (utilizing a semi-annual discount rate that, on an annual basis, is equal to 8.60%) as computed by Owner Participant to decrease by ten basis points or more.Such
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Recalculation Procedures. Any recalculation of Basic Rent, Stipulated Loss Value and Termination Value percentages and the Special Purchase Price pursuant to this Section 3.7 shall be determined by Owner Participant, and shall be subject to the verification of Lessee and its advisors. Such recalculated Basic Rent, Stipulated Loss Value and Termination Value percentages and Special Purchase Price (including installments thereof) shall be set forth in a Lease Supplement and, in the case of Basic Rent, shall become effective as of the next succeeding Rent Payment Date and, in the case of Stipulated Loss Value, Termination Value and the Special Purchase Price, shall be retroactive to the inception of this Lease. Such recalculated Basic Rent and, if applicable, the Special Purchase Price shall be determined so as to conform, in the opinion of Owner Participant's tax counsel, to all applicable tax constraints and requirements, including the requirements of Section 467 of the Code and Sections 4.(1)(B), 4.(6) and 5. of Revenue Procedure 75-21, 75-1 Cum. Bull. 715; provided, however, that notwithstanding the foregoing, all adjustments provided for herein shall be based on the same calculation methods and assumptions (including tax assumptions set forth in Section 2 of the Tax Indemnity Agreement) as were used initially by the Owner Participant in determining Basic Rent, Stipulated Loss Values, Termination Values and the Special Purchase Price for the Aircraft (except and only to the extent such assumptions are required to be changed by virtue of the event giving rise to the adjustment or any event giving rise to any prior adjustments pursuant to the terms of this Lease) and shall take into account the amount and timing of any contribution made by the Owner Participant to the Estate subsequent to the Delivery Date. If, upon verification of the percentages determined by Owner Participant pursuant to this Section 3.7, Lessee does not agree with the determination of Owner Participant, then an independent accounting firm, to be selected by Owner Participant and reasonably acceptable to Lessee, shall verify the computations. Such accounting firm shall be requested to make its determination within 30 days. Owner Participant shall provide to such accounting firm such information as it may reasonably require, including a description of the methodology of the calculations used in computing such adjustments SALE AND LEASE AGREEMENT [N396SW] -17- 24 and such other information as is necessary to determine whether the computations are mathematically accurate. The accounting firm shall hold in strict confidence such methodology and other information. The computations of Owner Participant or the accounting firm selected as provided above, whichever is applicable, shall be final, binding and conclusive upon Lessee and Lessor, and Lessee shall have no right to inspect the books, records, tax returns or other documents of or relating to Owner Participant to verify such computations or for any other purpose in connection with such adjustments. All fees and expenses payable to the accounting firm selected above under this Section 3.7.2 shall be borne by Lessee, except that such fees and expenses shall be payable by Owner Participant if the computations provided by Owner Participant are higher than those provided by the accounting firm and the computations of such accounting firm causes the present value of the Basic Rent (utilizing a semi-annual discount rate that, on an annual basis, is equal to 8.60%) as computed by Owner Participant to decrease by ten basis points or more.
Appears in 1 contract
Recalculation Procedures. Any recalculation of Interim Rent, Basic Rent, Stipulated Loss Value and Termination Value percentages and the Special Purchase Price pursuant to this Section 3.7 shall be determined by Owner Participant, and shall be subject to the verification of Lessee and its advisors. Such recalculated Interim Rent, Basic Rent, Stipulated Loss Value and Termination Value percentages and Special Purchase Price (including installments thereof) shall be set forth in a Lease Supplement and, in the case of Interim Rent or Basic Rent, shall become effective as of the next succeeding Rent Payment Date and, in the case of Interim Rent or Stipulated Loss Value, Termination Value and the Special Purchase Price, shall be retroactive to the inception of this Lease. Such recalculated Interim Rent or Basic Rent and, SALE AND LEASE AGREEMENT [N603SW] -16- 23 if applicable, the Special Purchase Price shall be determined so as to conform, in the opinion of Owner Participant's tax counsel, to all applicable tax constraints and requirements, including the requirements of Section 467 of the Code and Sections 4.(1)(B), 4.(6) and 5. of Revenue Procedure 75-21, 75-1 Cum. Bull. 715; provided, however, that notwithstanding the foregoing, all adjustments provided for herein shall be based on the same calculation methods and assumptions (including tax assumptions set forth in Section 2 of the Tax Indemnity Agreement) as were used initially by the Owner Participant in determining Interim Rent, Basic Rent, Stipulated Loss Values, Termination Values and the Special Purchase Price for the Aircraft (except and only to the extent such assumptions are required to be changed by virtue of the event giving rise to the adjustment or any event giving rise to any prior adjustments pursuant to the terms of this Lease) and shall take into account the amount and timing of any contribution made by the Owner Participant to the Estate subsequent to the Delivery Date. If, upon verification of the percentages determined by Owner Participant pursuant to this Section 3.7, Lessee does not agree with the determination of Owner Participant, then an independent accounting firmInteret, to be selected by Owner Participant and reasonably acceptable to Lessee, Inc. ("Interet") shall verify the computations, it being understood that the Owner Participant shall have delivered a copy of its final pricing file to Interet on the Delivery Date. Such accounting firm Interet shall be requested to make its determination within 30 days. Owner Participant shall provide to Interet such accounting firm such additional information as it may reasonably require, including a description of the methodology of the calculations used in computing such adjustments SALE AND LEASE AGREEMENT [N396SW] -17- 24 and such other information as is necessary to determine whether the computations are mathematically accurate. The accounting firm Interet shall hold in strict confidence such methodology and other information. The computations of Owner Participant or the accounting firm selected as provided above, Interet whichever is applicable, shall be final, binding and conclusive upon Lessee and Lessor, and Lessee shall have no right to inspect the books, records, tax returns or other documents of or relating to Owner Participant to verify such computations or for any other purpose in connection with such adjustments. All fees and expenses payable to the accounting firm selected above under this Section 3.7.2 Interet shall be borne by Lessee, except that such fees and expenses shall be payable by Owner Participant if the computations provided by Owner Participant are higher than those provided by the accounting firm Interet and the computations of such accounting firm Interet causes the present value of the Interim Rent and Basic Rent (utilizing a semi-annual discount rate that, on an annual basis, is equal to 8.60%) as computed by Owner Participant to decrease by ten basis points or more.
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Recalculation Procedures. Any recalculation of Basic Rent, Stipulated Loss Value and Termination Value percentages and the Special Purchase Price pursuant to this Section 3.7 shall be determined by Owner Participant, and shall be subject to the verification of Lessee and its advisors. Such recalculated Basic Rent, Stipulated Loss Value and Termination Value percentages and Special Purchase Price (including installments thereof) shall be set forth in a Lease Supplement and, in the case of Basic Rent, shall become effective as of the next succeeding Rent Payment Date and, in the case of Stipulated Loss Value, Termination Value and the Special Purchase Price, shall be retroactive to the inception of this Lease. Such recalculated Basic Rent and, if applicable, the Special Purchase Price shall be determined so as to conform, in the opinion of Owner Participant's tax counsel, to all applicable tax constraints and requirements, including the requirements of Section 467 of the Code and Sections 4.(1)(B), 4.(6) and 5. of Revenue Procedure 75-21, 75-1 Cum. Bull. 715; provided, however, that notwithstanding the foregoing, all adjustments provided for herein shall be based on the same calculation methods and assumptions (including tax assumptions set forth in Section 2 of the Tax Indemnity Agreement) as were used initially by the Owner Participant in determining Basic Rent, Stipulated Loss Values, Termination Values and the Special Purchase Price for the Aircraft (except and only to the extent such assumptions are required to be changed by virtue of the event giving rise to the adjustment or any event giving rise to any prior adjustments pursuant to the terms of this Lease) and shall take into account the amount and timing of any contribution made by the Owner Participant to the Estate subsequent to the Delivery Date. If, upon verification of the percentages determined by Owner Participant pursuant to this Section 3.7, Lessee does not agree with the determination of Owner Participant, then an independent accounting firm, to be selected by Owner Participant and reasonably acceptable to Lessee, shall verify the computations. Such accounting firm shall be requested to make its determination within 30 days. Owner Participant shall provide to such accounting firm such information as it may reasonably require, including a description of the methodology of the calculations used in computing such adjustments SALE AND LEASE AGREEMENT [N396SW] -17- 24 and such other information as is necessary to determine whether the computations are mathematically accurate. The accounting firm shall hold in strict confidence such methodology and other information. The computations of Owner Participant or the accounting firm selected as provided above, whichever is applicable, shall be final, binding and conclusive upon Lessee and Lessor, and Lessee shall have no right to inspect the books, records, tax returns or other documents of or relating to Owner Participant to verify such computations or for any other purpose in connection with such adjustments. All fees and expenses payable to the accounting firm selected above under this Section 3.7.2 shall be borne by Lessee, except that such fees and expenses shall be payable by Owner Participant if the computations provided by Owner Participant are higher than those provided by the accounting firm and the computations of such accounting firm causes the present value of the Basic Rent (utilizing a semi-annual discount rate that, on an annual basis, is equal to 8.607.5%) as computed by Owner Participant to decrease by ten basis points or more.
Appears in 1 contract
