OF CAPITAL
REQUIRED OR EXPECTED TO BE MAINTAINED BY ANY AFFECTED PERSON, AND SUCH AFFECTED
PERSON DETERMINES THAT THE AMOUNT OF SUCH CAPITAL IS INCREASED AS A RESULT OF
(I) THE EXISTENCE OF THE CLASS B NOTE PURCHASERS' AGREEMENT TO MAKE OR MAINTAIN
AN INVESTMENT IN THE CLASS B NOTES OR ANY INTEREST THEREIN AND OTHER SIMILAR
AGREEMENTS OR FACILITIES, OR (II) THE EXISTENCE OF ANY AGREEMENT BY AFFECTED
PERSONS TO MAKE OR MAINTAIN AN INVESTMENT IN THE CLASS B NOTES OR ANY INTEREST
THEREIN OR TO FUND ANY SUCH INVESTMENT AND ANY OTHER COMMITMENTS OF THE SAME
TYPE, SUCH AFFECTED PERSON SHALL PROMPTLY SUBMIT TO THE ISSUER, THE SERVICER
AND, IF SUCH PERSON IS NOT THE PURCHASERS' AGENT, THE PURCHASERS' AGENT, A
CERTIFICATE SETTING FORTH IN REASONABLE DETAIL, THE CALCULATION OF THE
ADDITIONAL AMOUNTS REQUIRED TO COMPENSATE SUCH AFFECTED PERSON IN LIGHT OF SUCH
CIRCUMSTANCES.
IN DETERMINING SUCH AMOUNT, SUCH AFFECTED PERSON MAY USE ANY
REASONABLE AVERAGING AND ATTRIBUTION METHODS, CONSISTENT WITH THE AVERAGING AND
ATTRIBUTION METHODS GENERALLY USED BY SUCH AFFECTED PERSON IN DETERMINING
AMOUNTS OF THIS TYPE.
THE AMOUNT SET FORTH IN SUCH CERTIFICATE (WHICH
CERTIFICATE SHALL, IN THE ABSENCE OF MANIFEST ERROR, BE PRIMA FACIE EVIDENCE AS
TO SUCH AMOUNT) SHALL BE INCLUDED IN THE CLASS B INCREASED COSTS FOR THE
INTEREST ACCRUAL PERIOD IMMEDIATELY SUCCEEDING THE DATE ON WHICH SUCH
CERTIFICATE WAS DELIVERED (OR IF SUCH CERTIFICATE WAS DELIVERED DURING THE LAST
INTEREST ACCRUAL PERIOD, FOR SUCH LAST INTEREST ACCRUAL PERIOD), AND TO THE
EXTENT REMAINING OUTSTANDING, EACH ACCRUAL PERIOD THEREAFTER UNTIL PAID IN
FULL.
THE PURCHASERS' AGENT, OUT OF AMOUNTS RECEIVED BY IT IN RESPECT OF CLASS
B INCREASED COSTS FOR AFFECTED PERSONS FOR ANY INTEREST ACCRUAL PERIOD, SHALL
PAY SUCH INCREASED COSTS TO SUCH AFFECTED PERSONS; PROVIDED, HOWEVER, THAT IF
THE AMOUNT SO DISTRIBUTABLE IN RESPECT OF THE CLASS B INCREASED COSTS IS LESS
THAN THE AGGREGATE AMOUNT PAYABLE
8
TO ALL SUCH AFFECTED PERSONS PURSUANT TO SECTIONS 2.08, 2.09 AND 2.10 HEREOF,
THE RESULTING SHORTFALL SHALL BE ALLOCATED AMONG SUCH AFFECTED PERSONS ON A PRO
RATA BASIS (DETERMINED BY THE AMOUNT OWED TO EACH).
SECTION 2.10.
TAXES.
(A) ANY AND ALL PAYMENTS AND DEPOSITS REQUIRED TO BE MADE
UNDER THIS AGREEMENT, THE CLASS B NOTES OR THE INDENTURE BY THE ISSUER OR THE
INDENTURE TRUSTEE TO OR FOR THE BENEFIT OF AN OWNER SHALL BE MADE, TO THE EXTENT
ALLOWED BY LAW, FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR ANY AND ALL PRESENT
OR FUTURE TAXES, LEVIES, IMPOSTS, DEDUCTIONS, CHARGES OR WITHHOLDINGS, AND ALL
LIABILITIES WITH RESPECT THERETO, NOW OR HEREAFTER IMPOSED, LEVIED, COLLECTED,
WITHHELD OR ASSESSED BY ANY GOVERNMENTAL AUTHORITY.
IF, AS A RESULT OF ANY
CHANGE IN LAW, TREATY OR REGULATION OR IN THE INTERPRETATION OR ADMINISTRATION
THEREOF BY ANY GOVERNMENTAL OR REGULATORY AGENCY OR BODY CHARGED WITH THE
ADMINISTRATION OR INTERPRETATION THEREOF, OR THE ADOPTION OF ANY LAW, TREATY OR
REGULATION, ANY TAXES, LEVIES, IMPOSTS, DUTIES, CHARGES OR FEES ARE REQUIRED TO
BE WITHHELD FROM ANY AMOUNT