Accounting Based Consolidation Event. Upon demand by Agent, Seller shall pay to Agent, for the benefit of the relevant Funding Source, such amounts as such Funding Source reasonably determines will compensate or reimburse such Funding Source for any (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Funding Source, (ii) reduction in the rate of return on such Funding Source’s capital or reduction in the amount of any sum received or receivable by such Funding Source or (iii) internal capital charge or other imputed cost determined by such Funding Source to be allocable to Seller or the transactions contemplated in this Agreement, in each case resulting from or in connection with the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of the Conduit, that are subject to this Agreement or any other Transaction Document with all or any portion of the assets and liabilities of a Funding Source. Amounts under this Section 10.5 may be demanded at any time without regard to the timing of issuance of any financial statement by the Conduit or by any Funding Source. A certificate of the Funding Source setting forth the amount or amounts necessary to compensate such Funding Source pursuant to this Section 10.5 shall be delivered to Seller and shall be conclusive absent manifest error. Seller shall pay such Funding Source the amount as due on any such certificate on the next Settlement Date following receipt of such notice.
Accounting Based Consolidation Event. (a) If an Accounting Based Consolidation Event shall at any time occur then, upon demand by the Administrative Agent, Seller shall pay to the Administrative Agent, for the benefit of the relevant Affected Entity, such amounts as such Affected Entity reasonably determines will compensate or reimburse such Affected Entity for any resulting (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Affected Entity, (ii) reduction in the rate of return on such Affected Entity’s capital or reduction in the amount of any sum received or receivable by such Affected Entity or (iii) internal capital charge or other imputed cost determined by such Affected Entity to be allocable to Seller or the transactions contemplated in this Agreement in connection therewith. Amounts under this Section 8.6 may be demanded at any time without regard to the timing of issuance of any financial statement by a Class Conduit or by any Affected Entity.
(b) For purposes of this Section 8.6, the following terms shall have the following meanings:
Accounting Based Consolidation Event. (a) If an Accounting Based Consolidation Event shall at any time occur, the Borrower shall, on the next Settlement Date which is at least five (5) Business Days after receipt of the certificate described below, pay the applicable Administrative Agent, for the benefit of the relevant Affected Party, such amounts as such Affected Party reasonably determines will compensate or reimburse such Affected Party for any resulting (i) fee, expense or increased cost, including without limitation, charged to, incurred or otherwise suffered by such Affected Party, or (ii) reduction in the rate of return on such Affected Party's capital or reduction in the amount of any sum received or receivable by such Affected Party, in each case determined by such Affected Party to be allocable to the Borrower or the transactions contemplated in this Agreement in connection therewith. Amounts under this Section 2.12 may be demanded at any time without regard to the timing of issuance of any financial statement by any Conduit Lender or by any Affected Party; provided that a Conduit Lender on behalf of such Affected Party shall provide to the Borrower a calculation in reasonable detail of the amounts payable to each Affected Party pursuant to this Section 2.12 and such calculation shall be binding in the absence of manifest error; provided, further, in respect of any Monthly Period, the amount due to an Affected Party under this Section 2.12 when combined with the Interest payable to such Affected Party for such Monthly Period shall be equal to the amount of Interest that would have accrued if the Tranche held by such Affected Party were a Base Rate Tranche during such Monthly Period.
(b) For purposes of this Section 2.12, "Accounting Based Consolidation Event" means the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of any Conduit Lender that are subject to this Agreement or any other Facility Document with all or any portion of the assets and liabilities of an Affected Party. An Accounting Based Consolidation Event shall be deemed to occur on the date any Affected Party shall acknowledge in writing that any such consolidation of the assets and liabilities of a Conduit Lender shall occur.
Accounting Based Consolidation Event. If an Accounting Based Consolidation Event shall at any time occur, then, within ten (10) days after demand in writing by the Indemnified Party affected thereby, through the related Class Agent, the SPV shall pay to the relevant Class Agent, for the benefit of such Indemnified Party, such amounts as such Indemnified Party reasonably determines will compensate or reimburse the Indemnified Party for any resulting (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Indemnified Party or (ii) regulatory capital charge, internal capital charge or other imputed cost determined by such Indemnified Party to be allocable to the transactions contemplated under this Agreement or any Transaction Document in connection therewith. Amounts under this Section 9.7 may be demanded at any time without regard to the timing of issuance of any financial statement by any Indemnified Party.
Accounting Based Consolidation Event. If an Accounting Based Consolidation Event shall at any time occur then, upon demand by the Agent, Seller shall pay to the Agent, for the benefit of the relevant Affected Entity, such amounts as such Affected Entity reasonably determines will compensate or reimburse such Affected Entity for any resulting (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Affected Entity, (ii) reduction in the rate of return on such Affected Entity’s capital or reduction in the amount of any sum received or receivable by such Affected Entity or (iii) internal capital charge or other imputed cost determined by such Affected Entity to be allocable to Seller or the transactions contemplated in this Agreement in connection therewith; provided, however, that in no event may any Affected Entity (or the Agent on its behalf) claim or receive reimbursement or compensation for amounts under this Section 10.4 that would result in its total compensation (inclusive of Yield and fees) exceeding the total compensation that would be payable to a Financial Institution that had purchased Purchaser Interests in the amount of the Purchase Limit from the date such Accounting Based Consolidation Event occurs. Subject to the limitation above, amounts under this Section 10.4 may be demanded at any time without regard to the timing of issuance of any financial statement by any Conduit or by any Affected Entity.
Accounting Based Consolidation Event. (a) If an Accounting Based Consolidation Event shall at any time occur then, upon demand by the Administrative Agent, Seller shall pay to the Administrative Agent, for the benefit of the relevant Affected Entity, such amounts as such Affected Entity reasonably determines will compensate or reimburse such Affected Entity for any resulting (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Affected Entity, (ii) reduction in the rate of return on such Affected Entity’s capital or reduction in the amount of any sum received or receivable by such Affected Entity or (iii) internal capital charge or other imputed cost determined by such Affected Entity to be allocable to Seller or the transactions contemplated in this Agreement in connection therewith; provided, that the ABCE Costs payable in respect of any period shall not exceed the ABCE Cost Cap for such period. Amounts under this Section 10.6 may be demanded at any time without regard to the timing of issuance of any financial statement by the Company or by any Affected Entity.
(b) The following terms shall have the following meanings:
Accounting Based Consolidation Event. Upon demand by the Administrative Agent or the applicable Managing Agent, the Seller shall pay to the Administrative Agent or such applicable Managing Agent, for the benefit of the relevant Funding Source, such amounts as such Funding Source reasonably determines will compensate or reimburse such Funding Source for any (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Funding Source, (ii) reduction in the rate of return on such Funding Source’s capital or reduction in the amount of any sum received or receivable by such Funding Source or (iii) internal capital charge or other imputed cost
(21) Clause (a) was replaced in its entirety by Amendment No.5. determined by such Funding Source to be allocable to the Seller or the transactions contemplated in this Agreement, in each case resulting from or in connection with the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of any Conduit that are subject to this Agreement or any other Transaction Document with all or any portion of the assets and liabilities of an Funding Source. Amounts under this Section 10.5 may be demanded at any time without regard to the timing of issuance of any financial statement by any Conduit or by any Funding Source.
Accounting Based Consolidation Event. (a) Upon demand by the Administrative Agent, the Borrower shall, within five (5) Business Days after receipt of the certificate described below, pay the applicable Administrative Agent, for the benefit of the relevant Affected Party, such amounts as such Affected Party reasonably determines will compensate or reimburse such Affected Party for any (i) fee, expense or increased cost, including without limitation, charged to, incurred or otherwise suffered by such Affected Party, (ii) reduction in the rate of return on such Affected Party’s capital or reduction in the amount of any sum received or receivable by such Affected Party, or (iii) capital charges based on the applicable method for calculating such capital costs in complying with regulatory capital requirements allocable to Borrower or the transactions contemplated by the Facility Documents in each case resulting from the consolidation, for financial and/or regulatory accounting purposes, of all or any portion of the assets and liabilities of a Lender that are subject to this Agreement or any other Facility Document with all or any portion of the assets and liabilities of an Affected Party. Amounts under this Section 2.12 may be demanded at any time without regard to the timing of issuance of any financial statement by any Conduit Lender or by any Affected Party; provided that a Conduit Lender on behalf of such Affected Party shall provide to the Borrower a calculation in reasonable detail of the amounts payable to each Affected Party pursuant to this Section 2.12 and such calculation shall be binding in the absence of manifest error.
Accounting Based Consolidation Event. (a) If an Accounting Based Consolidation Event shall at any time occur, then, upon demand by the relevant Funding Agent, the Company shall pay to the Administrative Agent, for the benefit of the relevant Affected Entity, such amounts as such Affected Entity reasonably determines will compensate or reimburse such Affected Entity for any resulting (i) fee, expense or increased cost charged to, incurred or otherwise suffered by such Affected Entity, (ii) reduction in the rate of return on such Affected Entity’s capital or reduction in the amount of any sum received or receivable by such Affected Entity or (iii) internal capital charge or other imputed cost determined by such Affected Entity to be allocable to the Trust, the Company or the related Series 2000-1 Conduit Purchaser, or the transactions contemplated in this Supplement and the Transaction Documents in connection therewith. Amounts under this Section 7.06 may be demanded at any time without regard to the timing of issuance of any financial statement by any Series 2000-1 Conduit Purchaser or by any Affected Entity.
(b) For purposes of this Section 7.06, the following terms shall have the following meanings:
Accounting Based Consolidation Event. (a) If an Accounting Based Consolidation Event shall occur after September 3, 2008, upon demand by the Administrative Agent, the Sellers shall pay to the Administrative Agent, for the benefit of the relevant Impacted Entity, such amounts as such Impacted Entity reasonably determines will compensate or reimburse such Impacted Entity for any resulting (i) fee, expense or increased cost; including without limitation, any internal capital change, charged to, incurred or otherwise suffered by such Impacted Entity or (ii) reduction in the rate of return on such Impacted Entity’s capital or reduction in the amount of any sum received or receivable by such Impacted Entity or (iii) opportunity cost, internal capital charge or other imputed cost determined by such Impacted Entity to be allocable to the Sellers or the transactions contemplated in this Agreement in connection therewith. Amounts under this Section 9.18 may be demanded at any time without regard to the timing of issuance of any financial statement by any Class A Purchaser or by any Impacted Entity; provided, the Administrative Agreement on behalf of such Impacted Entity shall provide a calculation in reasonable detail of the amounts payable to each Impacted Entity pursuant to this Section 9.18 and such calculation shall be binding in the absence of manifest error; provided, further, the amount claimed by an Impacted Entity pursuant to this Section 9.18 shall not exceed with respect to such Impacted Entity for any Fixed Period the product of the pro rata share of Class A Principal Balance related to such Impacted Entity and the Alternative Rate.
(e) Schedule 1 to the Class A Note Purchase Agreement is hereby amended by deleting the existing Schedule 1 in its entirety and replacing it with the Schedule 1 attached to this Amendment.
