Common use of Base Component Clause in Contracts

Base Component. (a) The base component of the Management Fee (the "Base Component") for each calendar month (or any portion thereof) shall be the product of (i) the Unit Monthly Fee, multiplied by (ii) the number of Units managed under this Agreement, each as determined on the first day of such month. The Manager shall, not less than three Business Days before the relevant Monthly Transfer Date referred to in Section 5.1(a), submit an invoice to the Company (with copies to the Collateral Agent and the Owner Participant) for the Base Component of the Management Fee for such month. (b) The monthly fee under this Agreement (the "Unit Monthly Fee") shall initially be $20 per Unit. (c) The Unit Monthly Fee shall be adjusted annually as follows: (i) The Unit Monthly Fee shall be automatically adjusted as of each April 30 during the term of this Agreement, commencing April 30, 1999, for inflation by multiplying the Unit Monthly Fee in effect on such April 30 by the sum of 1.00 plus the Inflation Factor with respect to the immediately preceding calendar year; and (ii) In addition, the Unit Monthly Fee may be adjusted once annually by agreement of the Company and the Manager to reflect changes in costs (excluding those increases contemplated by clause (i) above), as certified by the Manager to the Company, the Lessors and the Indenture Trustees, which arise out of material increases of its duties under the Car Service Contracts due to either a change in law or a change in the nature or type of services required in order to be competitive in the full service railcar leasing industry market place. Any such adjustment proposed by the Manager shall be accompanied by a certification by Manager that any increase in the Unit Monthly Fee reflects increases in costs which are also being incurred in respect of all similar railcars in Manager's Fleet and such costs are being similarly charged to others whose railcars are being managed by Manager under agreements pursuant to which the Manager provides substantially similar services utilizing substantially similar payment terms. The reasonableness of the amount of such cost increase (without regard to whether its incurrence is appropriate) will, at an Owner Trustee's request, be verified by a third party consultant or railcar manager selected by the Owner Trustees and reasonably satisfactory to the Manager. (d) The Base Component, as adjusted from time to time under Section 5.2(c), is intended to include all direct costs and expenses relating to the performance of the Manager's services, duties and obligations under this Agreement but shall not include the costs and expenses of the Manager which are incurred in connection with the Reimbursable Services.

Base Component. (a) The base component of the Management Fee (the "Base Component") for each calendar month (or any portion thereof) shall be the product of (i) the Unit Monthly Fee, multiplied by (ii) the number of Units managed under this Agreement, each as determined on the first day of such month. The Manager shall, not less than three Business Days before the relevant Monthly Transfer Date referred to in Section 5.1(a), submit an invoice to the Company (with copies to the Collateral Agent and the Owner Participant) for the Base Component of the Management Fee for such month. (b) The monthly fee under this Agreement (the "Unit Monthly Fee") shall initially be $20 [20] per Unit. (c) The Unit Monthly Fee shall be adjusted annually as follows: (i) The Unit Monthly Fee shall be automatically adjusted as of each April 30 during the term of this Agreement, commencing April 30, 1999, for inflation by multiplying the Unit Monthly Fee in effect on such April 30 by the sum of 1.00 plus the Inflation Factor with respect to the immediately preceding calendar year; and (ii) In addition, the Unit Monthly Fee may be adjusted once annually by agreement of the Company and the Manager to reflect changes in costs (excluding those increases contemplated by clause (i) above), as certified by the Manager to the Company, the Lessors and the Indenture Trustees, which arise out of material increases of its duties under the Car Service Contracts due to either a change in law or a change in the nature or type of services required in order to be competitive in the full service railcar leasing industry market place. Any such adjustment proposed by the Manager shall be accompanied by a certification by Manager that any increase in the Unit Monthly Fee reflects increases in costs which are also being incurred in respect of all similar railcars in Manager's Fleet and such costs are being similarly charged to others whose railcars are being managed by Manager under agreements pursuant to which the Manager provides substantially similar services utilizing substantially similar payment terms. The reasonableness of the amount of such cost increase (without regard to whether its incurrence is appropriate) will, at an Owner Trustee's request, be verified by a third party consultant or railcar manager selected by the Owner Trustees and reasonably satisfactory relevant information relating to the Managerproposed adjustment. (d) The Base Component, as adjusted from time to time under Section 5.2(c), is intended to include all direct costs and expenses relating to the performance of the Manager's services, duties and obligations under this Agreement but shall not include the costs and expenses of the Manager which are incurred in connection with the Reimbursable Services.