PAYABLE HEREUNDER, AS THE CASE MAY
BE.
7
(C)
IF ANY FUNDING OR INCREMENTAL FUNDING REQUESTED BY THE ISSUER AND
APPROVED BY THE CLASS A NOTE PURCHASER PURSUANT TO SECTION 2.04, IS NOT, FOR ANY
REASON WHATSOEVER RELATED TO A DEFAULT OR NONPERFORMANCE BY THE ISSUER, MADE OR
EFFECTUATED, AS THE CASE MAY BE, ON THE DATE SPECIFIED THEREFOR, THE ISSUER
SHALL INDEMNIFY THE CLASS A NOTE PURCHASER AGAINST ANY REASONABLE LOSS, COST OR
EXPENSE INCURRED BY THE CLASS A NOTE PURCHASER, INCLUDING, WITHOUT LIMITATION,
ANY LOSS (EXCLUDING LOSS OF ANTICIPATED PROFITS), COST OR EXPENSE INCURRED BY
REASON OF THE LIQUIDATION OR REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY
THE CLASS A NOTE PURCHASER TO FUND OR MAINTAIN SUCH FUNDING OR INCREMENTAL
FUNDING, AS THE CASE MAY BE, DURING SUCH INTEREST ACCRUAL PERIOD.
SECTION 2.08.
INCREASED COSTS.
IF DUE TO THE INTRODUCTION OF OR ANY CHANGE
(INCLUDING, WITHOUT LIMITATION, ANY CHANGE BY WAY OF IMPOSITION OR INCREASE OF
RESERVE REQUIREMENTS) IN OR IN THE INTERPRETATION OF ANY LAW OR REGULATION OR
THE IMPOSITION OF ANY GUIDELINE OR REQUEST FROM ANY CENTRAL BANK OR OTHER
GOVERNMENTAL AUTHORITY AFTER THE DATE HEREOF REFLECTING SUCH CHANGE, THERE SHALL
BE AN INCREASE IN THE COST TO AN AFFECTED PERSON OF MAKING OR MAINTAINING ANY
INVESTMENT IN THE CLASS A NOTE OR ANY INTEREST THEREIN OR OF AGREEING TO
PURCHASE OR INVEST IN THE CLASS A NOTE OR ANY INTEREST THEREIN, AS THE CASE MAY
BE (OTHER THAN BY REASON OF ANY INTERPRETATION OF OR INTRODUCTION OF OR CHANGE
IN LAWS OR REGULATIONS RELATING TO TAXES OR EXCLUDED TAXES), SUCH AFFECTED
PERSON SHALL PROMPTLY SUBMIT TO THE ISSUER, THE SERVICER AND, IF SUCH PERSON IS
NOT THE PURCHASER'S AGENT, THE PURCHASER'S AGENT, A CERTIFICATE SETTING FORTH IN
REASONABLE DETAIL, THE CALCULATION OF SUCH INCREASED COSTS INCURRED BY SUCH
AFFECTED PERSON.
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 OF INCREASED COSTS 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 A 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 INTEREST ACCRUAL PERIOD THEREAFTER UNTIL PAID
IN FULL.
THE PURCHASER'S AGENT, OUT OF AMOUNTS RECEIVED BY IT IN RESPECT OF
CLASS A 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 A INCREASED COSTS IS LESS
THAN THE AGGREGATE AMOUNT PAYABLE TO ALL SUCH AFFECTED PERSONS PURSUANT TO
SECTIONS 2.08, 2.09 AND 2.10 HEREOF, THE RESULTING SHORTFALL SHALL BE ALLOCATED