Common use of Accounting Based Consolidation Event Clause in Contracts

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 with respect to any Conduit then, upon demand by the such Conduit’s Managing Agent, Seller shall pay to the such Managing 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) opportunity cost, 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; providedtherewith (collectively, 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 occursCharges”). Subject to the limitation above, amounts 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 the related Conduit or by any Affected Entity. In no event shall the Administrative Agent seek reimbursement hereunder for Accounting Based Consolidation Event Charges incurred during any period in excess of thirty (30) days prior to the date of any demand made under this Section 10.4. (b) For purposes of this Section 10.4, the following terms shall have the following meanings:

Accounting Based Consolidation Event. (a) If an Accounting Based Consolidation Event shall at any time occur 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 '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 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; provided, that the Agent shall have notified Seller of the occurrence of an Accounting Based Consolidation Event within 30 days after the Agent has become aware of the occurrence thereof; provided, further, that Seller’s reimbursement liabilities in respect of an Account Based Consolidation Event for any Accrual Period shall not exceed the Maximum Reimbursement Amount in respect of such Accrual Period. (b) For the purposes of this Section 10.4, the following terms shall have the following meanings:

Accounting Based Consolidation Event. (a) If an any Accounting Based Consolidation Event shall at any time occur then, upon demand by the Collateral Agent, Seller shall pay to the Collateral 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, Entity or (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 Entity, reasonably determined by such Affected Entity to be allocable to the Seller or the transactions contemplated in this Agreement in connection therewith; provided, however, that in no event may the amounts paid by the Seller to 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 9.5 for any Accrual Period shall not exceed an amount equal to (inclusive of Yield and feesx) exceeding the total compensation that would be payable to a Financial Institution that had purchased Purchaser Interests in Capital of such Affected Entity during such Accrual Period multiplied by (y) the amount of the Purchase Limit from the date Applicable Margin during such Accounting Based Consolidation Event occursAccrual Period. Subject to the limitation above, amounts Amounts under this Section 10.4 9.5 may be demanded at any time without regard to the timing of issuance of any financial statement statements by any Conduit Purchaser or by any Affected Entity. At the request of the Seller, any Managing Agent requesting a payment on behalf of any Affected Entity under this Section 9.5 shall promptly provide the Seller with reasonable documentation supporting such request. (b) For purposes of this Section 9.5, the following terms shall have the following meanings:

Accounting Based Consolidation Event. (a) 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; providedtherewith (collectively, 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 occursCharges”). Subject to the limitation above, amounts 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 the Company or by any Affected Entity. (b) Notwithstanding anything to the contrary in Sections 10.4(a) above, the Seller’s reimbursement liabilities in respect of Accounting Based Consolidation Event Charges for any Accrual Period shall not exceed the Maximum Reimbursement Amount in respect of such Accrual Period. (c) For purposes of this Section 10.4, the following terms shall have the following meanings: