IN SUCH CASE BE INCLUDED IN THE
COMPUTATION OF PAYMENT OF INTEREST OR ANY FEE PAYABLE HEREUNDER, AS THE CASE MAY
BE.
(C)
IF ANY FUNDING OR INCREMENTAL FUNDING REQUESTED BY THE ISSUER AND
APPROVED BY THE SUBCLASS A-2 NOTE PURCHASER PURSUANT TO SECTION 2.04, IS NOT,
FOR ANY REASON
6
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 SUBCLASS A-2 NOTE PURCHASER AGAINST ANY REASONABLE LOSS,
COST OR EXPENSE INCURRED BY THE SUBCLASS A-2 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 SUBCLASS A-2 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 SUBCLASS A-2 NOTE OR ANY INTEREST THEREIN OR OF AGREEING TO
PURCHASE OR INVEST IN THE SUBCLASS A-2 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 SUBCLASS A-2
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 SUBCLASS A-2 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
SUBCLASS A-2 INCREASED COSTS IS LESS THAN THE AGGREGATE AMOUNT PAYABLE TO ALL
SUCH AFFECTED