Common use of TAXES; TAX TREATMENT Clause in Contracts

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated), branch profits taxes or franchise taxes imposed by the United States or a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the Purchaser, promptly, original tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which the Purchaser is organized, where Purchaser’s organized or of its applicable lending office is locatedoffice, or a state or foreign jurisdiction with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)connection, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the Purchaser, promptly, original tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller the Sellers under this Repurchase Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith thereof or thereontherein, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser the Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller the Sellers for its their own account not later than the date when due. If Seller is the Sellers are required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser receivessuch Buyer receive, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All Except as otherwise required by law, all payments made by the Seller to Buyer or a Buyer assignee (or participant) under this Agreement or under any Program Document shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated), branch profits taxes or franchise taxes imposed by the United States or a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes or Other Taxes from or in respect of any amount payable hereunderto Buyer or Buyer assignee, it the Seller shall: (ai) make such deduction or withholding, ; (bii) pay the full amount so deducted or withheld to the appropriate Governmental Authority in accordance with the requirements of the applicable law or regulation not later than the date when due, ; (ciii) deliver to the PurchaserBuyer or Buyer assignee, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes or Other Taxes; and (div) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on Buyer or Buyer assignee such additional amounts) , other than such amounts for income taxes, branch profit taxes, franchise taxes or any other tax imposed on net income by the United States, a state or a foreign jurisdiction under the laws of which Buyer or any Buyer assignee or participant is organized or of its applicable lending office, or any political subdivision thereof, as may be necessary so that the Purchaser after making all required deductions and withholdings (including deductions and withholding applicable to additional sums payable under this Section 5), such Buyer or Buyer assignee or participant receives, free and clear of all Taxes and Other Taxes, a net an amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which the Purchaser is organized, where Purchaser’s organized or of its applicable lending office is locatedoffice, or a state or foreign jurisdiction with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the Purchaser, promptly, original tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by the Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith thereof or thereontherein, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser the Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or thereof, (B) taxes imposed under FATCA (collectively, all such non-excluded taxes are hereinafter called taxes, “Taxes”), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser such Buyer receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by the Seller under this Master Repurchase Agreement shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereonAuthority, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser the Buyer is organized, where Purchaser’s applicable lending office organized and/or is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)operating, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non"Non-excluded taxes are hereinafter called “Excluded Taxes”"), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Non-Excluded Taxes from or in respect of any amount payable hereunder, it shall: (a) make such a deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the Purchaser, Buyer promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Non-Excluded Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer for the ratable benefit of the Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) amount as may be necessary so that the Purchaser Buyer receives, free and clear of all Non-Excluded Taxes, a net amount equal to the amount it would have received under this Agreement, as Agreement if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated), branch profits taxes or franchise taxes imposed by the United States or a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when duedue and not yet delinquent, (c) deliver to the Purchaser, promptlyas soon as reasonably practicable, original tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) belowif such deduction or withholding related to Indemnified Taxes, pay to the Purchaser such additional amounts (including all Indemnified Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that after such deduction or withholding on account of Indemnified Taxes has been made the Purchaser receives, free and clear of all Indemnified Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding of Indemnified Taxes had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s organized or of its applicable lending office is locatedoffice, or a state or foreign jurisdiction with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof thereof, U.S. federal withholding taxes imposed on amounts payable to or for the account of such Purchaser with respect to an applicable interest in a Transaction pursuant to a law in effect on the date on which (i) such Purchaser acquires such interest in the Transaction or (Bii) such Purchaser changes its lending office, Taxes attributable to such Purchaser’s failure to comply with Section 8(d) and 8(e) (except to the extent such Taxes were payable under this Section 8 by Seller to such Purchaser’s assignor immediately before such Purchaser became a party hereto or to such Purchaser immediately before it changed its lending office), and taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the Purchaser, promptly, original tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that after such deduction or withholding on account of Taxes has been made (including such deductions and withholding applicable to additional amounts payable under this Section) the Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller the Sellers under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith thereof or thereontherein, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser the Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non“Non-excluded taxes are hereinafter called “Excluded Taxes”), all of which shall be paid by Seller the Sellers for its their own account not later than the date when due. If Seller is the Sellers are required by law or regulation to deduct or withhold any Non-Excluded Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Non-Excluded Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser Buyer receives, free and clear of all Non-Excluded Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by the Seller to Buyer or a Buyer assignee under this Agreement or under any Program Document shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereonTaxes, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”)thereof, all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes or Other Taxes from or in respect of any amount payable hereunderto Buyer or Buyer assignee, it the Seller shall: (ai) make such deduction or withholding, ; (bii) pay the full amount so deducted or withheld to the appropriate Governmental Authority in accordance with the requirements of the applicable law or regulation not later than the date when due, ; (ciii) deliver to the PurchaserBuyer or Buyer assignee, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes or Other Taxes; and (div) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer or Buyer assignee such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser after making all required deductions and withholdings (including deductions and withholding applicable to additional sums payable under this Section 5), such Buyer or Buyer assignee receives, free and clear of all Taxes and Other Taxes, a net an amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by the Seller under this Repurchase Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated), branch profits taxes or franchise taxes imposed by the United States or a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by the Seller for its own account not later than the date when duedue . Taxes as defined in this Section 4.12(a) shall not include (i) taxes imposed on the net income of the Buyer, (ii) taxes imposed under Section 1471 through Section 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code, (iii) branch profits taxes, or (iv) franchise taxes. If the Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser Buyer receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Repurchase Agreement, as if no such deduction or withholding had been made. In addition, the Seller agrees to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any Governmental Authority that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Repurchase Agreement (“Other Taxes”).

TAXES; TAX TREATMENT. (a) All payments made by the Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith thereof or thereontherein, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser the applicable Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or thereof, (B) taxes imposed under FATCA (collectively, all such non-excluded taxes are hereinafter called taxes, “Taxes”), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the Purchaserapplicable Buyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser such Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser applicable Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser such Buyer receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller and Guarantor under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s organized or of its applicable lending office is locatedoffice, or a state or foreign jurisdiction with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller or Guarantor for its own account not later than the date when due. If Seller or Guarantor is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the Purchaser, promptly, original tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller Sellers under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereonAuthority, excluding (Ai) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (Bii) taxes attributable to a Buyer’s failure or inability (other than as a result of a change in treaty, law or regulation occurring after the date such Buyer becomes a party to this Agreement) to comply with Section 5(d) hereof, and (iii) any U.S. federal withholding tax that is imposed under pursuant to FATCA (collectively, all such non-excluded taxes are hereinafter called taxes, “Taxes”), all of which shall be paid by the related Seller for its own account not later than the date when due. If a Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser such Buyer receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by the Seller under this Repurchase Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith thereof or thereontherein, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s the Buyers are organized or of their applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyers, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyers of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyers such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser receivessuch Buyers receive, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, Exhibit 10.1 and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s the Purchasers are organized or of its applicable lending office is locatedoffice, or a state or foreign jurisdiction with respect to which Purchaser has Purchasers have a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)connection, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the related Purchaser, promptly, original tax receipts and other evidence satisfactory to the related Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the related Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the related Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by the Seller to Buyer or a Buyer assignee under this Agreement or under any Program Document shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereonTaxes, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”)thereof, all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes or Other Taxes from or in respect of any amount payable hereunderto Buyer or Buyer assignee, it the Seller shall: (ai) make such deduction or withholding, ; (bii) pay the full amount so deducted or withheld to the appropriate Governmental Authority in accordance with the requirements of the applicable law or regulation not later than the date when due, ; (ciii) deliver to the PurchaserBuyer or Buyer assignee, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes or Other Taxes; and (div) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer or Buyer assignee such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser after making all required deductions and withholdings (including deductions and withholding applicable to additional sums payable under this Section 5), such Buyer or Buyer assignee receives, free and clear of all Taxes and Other Taxes, a net an amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All Except as otherwise required by law, all payments made by the Seller to Buyer or a Buyer assignee (or participant) under this Agreement or under any Program Document shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated), branch profits taxes or franchise taxes imposed by the United States or a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes or Other Taxes from or in respect of any amount payable hereunderto Buyer or Buyer assignee, it the Seller shall: (ai) make such deduction or withholding, ; (bii) pay the full amount so deducted or withheld to the appropriate Governmental Authority in accordance with the requirements of the applicable law or regulation not later than the date when due, ; (ciii) deliver to the PurchaserBuyer or Buyer assignee, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes or Other Taxes; and (div) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on Buyer or Buyer assignee such additional amounts, other than such amounts for income taxes, branch profit taxes, franchise taxes or any other tax imposed on net income by the United States, a state or a foreign jurisdiction under the laws of which Buyer (or its assignee or participant) is organized or of its applicable lending office, or any political subdivision thereof as may be necessary so that the Purchaser after making all required deductions and withholdings (including deductions and withholding applicable to additional sums payable under this Section 5), Buyer or Buyer assignee or participant receives, free and clear of all Taxes and Other Taxes, a net an amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by the Seller and the Guarantor under this Agreement the Program Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith thereof or thereontherein, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser the Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by the Seller or Guarantor, as applicable for its own account not later than the date when due. If the Seller or Guarantor is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser such Buyer receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s organized or of its applicable lending office is locatedoffice, or a state or foreign jurisdiction with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or thereof, and (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the Purchaser, promptly, original tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller the Sellers under this Repurchase Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith thereof or thereontherein, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser the Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller the Sellers for its their own account not later than the date when due. If Seller is the Sellers are required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that such the Purchaser Buyer receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (Ai) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser Purchaser, or Agent, is organizedorganized or, where in the case of any Purchaser’s , of its applicable lending office is locatedoffice, or a state or foreign jurisdiction with respect to which such Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under, receiving payments under, receiving or perfecting a security interest under or enforcing any Program Document, or selling or assigning any Purchased Asset or Program Document), or any political subdivision thereof thereof, (ii) in the case of any Purchaser, U.S. federal withholding taxes imposed on amounts payable to or for the account of Purchaser with respect to an applicable interest in a Transaction pursuant to a law in effect on the date on which Purchaser enters into a Transaction or such Purchaser changes its lending office, except in each case to the extent that, pursuant to this Section 8, amounts with respect to such taxes were payable either to Purchaser’s assignor immediately before such Purchaser became a party hereto or to such Purchaser immediately before it changed its lending office, (Biii) taxes attributable to a Purchaser’s failure to comply with Section 8(d), and (iv) any withholding taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the Purchaser, promptlyas soon as practicable, original or certified copies of tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; , and (d) except as otherwise expressly provided in Section 8(d) belowif such taxes are Taxes, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (aq) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s organized or of its applicable lending office is locatedoffice, or a state or foreign jurisdiction with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof thereof, U.S. federal withholding taxes imposed on amounts payable to or for the account of such Purchaser with respect to an applicable interest in a Transaction pursuant to a law in effect on the date on which (i) such Purchaser acquires such interest in the Transaction or (Bii) such Purchaser changes its lending office, Taxes attributable to such Purchaser’s failure to comply with Section 8(d) and 8(e) (except to the extent such Taxes were payable under this Section 8 by Seller to such Purchaser’s assignor immediately before such Purchaser became a party hereto or to such Purchaser immediately before it changed its lending office), and taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the Purchaser, promptly, original tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that after such deduction or withholding on account of Taxes has been made (including such deductions and withholding applicable to additional amounts payable under this Section) the Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by the Seller under this Repurchase Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereonAuthority, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser the Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “"Taxes”"), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence reasonably satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser such Buyer receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (ae) All Except as otherwise required by law, all payments made by the Seller to Buyer or a Buyer assignee (or participant) under this Agreement or under any Program Document shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated), branch profits taxes or franchise taxes imposed by the United States or a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes or Other Taxes from or in respect of any amount payable hereunderto Buyer or Buyer assignee, it the Seller shall: (ai) make such deduction or withholding, ; (bii) pay the full amount so deducted or withheld to the appropriate Governmental Authority in accordance with the requirements of the applicable law or regulation not later than the date when due, ; (ciii) deliver to the PurchaserBuyer or Buyer assignee, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes or Other Taxes; and (div) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on Buyer or Buyer assignee such additional amounts) , other than such amounts for income taxes, branch profit taxes, franchise taxes or any other tax imposed on net income by the United States, a state or a foreign jurisdiction under the laws of which Buyer or any Buyer assignee or participant is organized or of its applicable lending office, or any political subdivision thereof, as may be necessary so that the Purchaser after making all required deductions and withholdings (including deductions and withholding applicable to additional sums payable under this Section 5), such Buyer or Buyer assignee or participant receives, free and clear of all Taxes and Other Taxes, a net an amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by the Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereonAuthority, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser the Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, all such non-excluded taxes are hereinafter called taxes, collectively, “Taxes”), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser such Buyer receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated), branch profits taxes or franchise taxes imposed by the United States or a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA thereon (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid unless required by Seller for its own account not later than the date when duelaw. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (ai) make such deduction or withholding, (bii) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (ciii) deliver to the related Purchaser, promptly, a copy of the original tax receipts and receipts, a copy of the return reporting such payment or other evidence reasonably satisfactory to the related Purchaser of the payment when due of the full amount of such Taxes; Taxes and (div) except as otherwise expressly provided in Section 8(d) belowif such Taxes are Non-Excluded Taxes, pay to the related Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the related Purchaser receives, free and clear of all Taxes, receives a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been mademade in respect of such Non-Excluded Taxes. For purposes of this Agreement “Non-Excluded Taxes” are any Taxes imposed with respect to the related Purchaser (including any assignee, successor or participant thereof) other than (i) Taxes that are imposed on or measured by its overall net income, franchise Taxes or branch profits Taxes (x) imposed by the jurisdiction under the laws of which the related Purchaser is organized, does business or maintains its applicable lending office (or any political subdivision thereof) or (y) imposed as a result of a present or former connection between the related Purchaser and the jurisdiction imposing such Taxes (unless such Taxes are imposed solely as a result of the related Purchaser having executed, delivered become a party to, performed its obligations or received payments under, received or perfected a security interest under, engaged in any other transaction contemplated by or enforced, any Program Document or sold or assigned an interest herein, in which case such Taxes will be treated as Non-Excluded Taxes), (ii) withholding Taxes imposed by the United States on amounts payable to the related Purchaser with respect to an applicable interest herein pursuant to a law in effect on the date on which such Purchaser acquires such interest except to the extent that, in the case of an assignee, successor or participant, amounts with respect to such Taxes were payable to the transferor of such interest pursuant to this subsection (a) or subsection (c) of this Section 8 immediately before such assignee, successor or participant became a party hereto and (iii) Taxes imposed under Sections 1471-1474 of the Code as in effect on the date hereof or any similar amendments or successor versions that are not materially more onerous to comply with, and any Treasury Regulations promulgated thereunder or official interpretations thereof (“FATCA”).

TAXES; TAX TREATMENT. (ae) All (q) Except as otherwise required by law, all payments made by the Seller to Buyer or a Buyer assignee (or participant) under this Agreement or under any Program Document shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated), branch profits taxes or franchise taxes imposed by the United States or a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes or Other Taxes from or in respect of any amount payable hereunderto Buyer or Buyer assignee, it the Seller shall: (ai) make such deduction or withholding, ; (bii) pay the full amount so deducted or withheld to the appropriate Governmental Authority in accordance with the requirements of the applicable law or regulation not later than the date when due, ; (ciii) deliver to the PurchaserBuyer or Buyer assignee, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes or Other Taxes; and (div) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on Buyer or Buyer assignee such additional amounts) , other than such amounts for income taxes, branch profit taxes, franchise taxes or any other tax imposed on net income by the United States, a state or a foreign jurisdiction under the laws of which Buyer or any Buyer assignee or participant is organized or of its applicable lending office, or any political subdivision thereof, as may be necessary so that the Purchaser after making all required deductions and withholdings (including deductions and withholding applicable to additional sums payable under this Section 5), such Buyer or Buyer assignee or participant receives, free and clear of all Taxes and Other Taxes, a net an amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller and Guarantor under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s organized or of its applicable lending office is locatedoffice, or a state or foreign jurisdiction with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller or Guarantor for its own account not later than the date when due. If Seller or Guarantor is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the Purchaser, promptly, original tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by the Seller under this Repurchase Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereonAuthority, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser the Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser Buyer receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Repurchase Agreement, as if no such deduction or withholding had been mademade.(b) In addition, the Seller agrees to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any Governmental Authority that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Repurchase Agreement (“Other Taxes”).

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereonAuthority, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser such Buyer receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made. (b) In addition, Seller agrees to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by the United States or any taxing authority thereof or therein that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement (“Other Taxes”). (c) Seller agrees to indemnify Buyer for the full amount of Taxes (including additional amounts with respect thereto) and Other Taxes, and the full amount of Taxes of any kind imposed by any jurisdiction on amounts payable under this Section 5, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, provided that Buyer shall have provided Seller with evidence, reasonably satisfactory to Seller, of payment of Taxes or Other Taxes, as the case may be. (d) Any Buyer that is not incorporated under the laws of the United States, any State thereof, or the District of Columbia (a “Foreign Buyer”) shall provide Seller with properly completed United States Internal Revenue Service (“IRS”) Form W-8BEN or W-8ECI or any successor form prescribed by the IRS, certifying that such Foreign Buyer is entitled to benefits under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this 29 Agreement is effectively connected with the conduct of a trade or business in the United States on or prior to the date upon which each such Foreign Buyer becomes a Buyer. Each Foreign Buyer will resubmit the appropriate form on the earliest of (A) the third anniversary of the prior submission or (B) on or before the expiration of thirty (30) days after there is a “change in circumstances” with respect to such Foreign Buyer as defined in Treas. Reg. Section 1.1441-1(e)(4)(ii)(D). For any period with respect to which a Foreign Buyer has failed to provide Seller with the appropriate form or other relevant document pursuant to this Section 5(d) (unless such failure is due to a change in treaty, law, or regulation occurring subsequent to the date on which a form originally was required to be provided), such Foreign Buyer shall not be entitled to any “gross-up” of Taxes or indemnification under Section 5(c) with respect to Taxes imposed by the United States; provided, however, that should a Foreign Buyer, which is otherwise exempt from a withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, Seller shall, at no cost or expense to Seller, take such steps as such Foreign Buyer shall reasonably request to assist such Foreign Buyer to recover such Taxes. (e) Without prejudice to the survival or any other agreement of Seller hereunder, the agreements and obligations of Seller contained in this Section 5 shall survive the termination of this Agreement. Nothing contained in this Section 5 shall require Buyer to make available any of its tax returns or other information that it deems to be confidential or proprietary. (f) Each party to this Agreement acknowledges that it is its intent for purposes of U.S. federal, state and local income and franchise taxes to treat each Transaction as indebtedness of Seller that is secured by the Purchased Loans and that the Purchased Loans are owned by Seller in the absence of an Event of Default by Seller. All parties to this Agreement agree to such treatment and agree to take no action inconsistent with this treatment, unless required by law.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereonAuthority, excluding (A) taxes imposed on or measured by net income (however denominated)[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser such Buyer receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by the Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereonAuthority, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s the Buyers are organized or of a Buyer's applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “"Taxes”"), all of which shall be paid by the Seller for its own account not nor later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such a deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not nor later than the date sate when due, ; (c) deliver to the Purchaser, Agent promptly, original tax receipts and other evidence satisfactory to the Purchaser Agent of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Agent for the ratable benefit of the Buyers such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) amount as may be necessary so that the Purchaser receivesBuyers receive, free and clear of all Taxes, a net amount equal to the amount it they would have received under this Agreement, as if no such deduction or withholding had has been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s the Purchasers are organized or of its applicable lending office is locatedoffice, or a state or foreign jurisdiction with respect to which Purchaser has Purchasers have a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)connection, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the related Purchaser, promptly, original tax receipts and other evidence satisfactory to the related Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the related Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the related Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by the Seller under this Repurchase Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereonAuthority, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser the Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser Buyer receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Repurchase Agreement, as if no such deduction or withholding had been made. In addition, the Seller agrees to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any Governmental Authority that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Repurchase Agreement (“Other Taxes”).

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated), branch profits taxes or franchise taxes imposed by the United States or a state or a foreign jurisdiction under the laws of which any Purchaser is organized, where any Purchaser’s applicable lending office is located, or with respect to which any Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the each Purchaser, promptly, original tax receipts and other evidence satisfactory to the each Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d‎8(d) below, pay to the each Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the each Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller to Buyer or a Buyer assignee under this Agreement or under any Program Document shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereonTaxes, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”)thereof, all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes or Other Taxes from or in respect of any amount payable hereunderto Buyer or Buyer assignee, it Seller shall: (ai) make such deduction or withholding, ; (bii) pay the full amount so deducted or withheld to the appropriate Governmental Authority in accordance with the requirements of the applicable law or regulation not later than the date when due, ; (ciii) deliver to the Purchaser, Agent promptly, original tax receipts and other evidence satisfactory to the Purchaser Agent of the payment when due of the full amount of such Taxes or Other Taxes; and (div) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer or Buyer assignee such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser after making all required deductions and withholdings (including deductions and withholding applicable to additional sums payable under this Section 5), such Buyer or Buyer assignee receives, free and clear of all Taxes and Other Taxes, a net an amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s organized or of its applicable lending office is locatedoffice, or a state or foreign jurisdiction with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)connection, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the Purchaser, promptly, original tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s organized or of its applicable lending office is locatedoffice, or a state or foreign jurisdiction with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the Purchaser, promptly, original tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that after such deduction or withholding on account of Taxes has been made (including such deductions and withholding applicable to additional amounts payable under this Section) the Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith thereof or thereontherein, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, all such non-excluded taxes are hereinafter called taxes, “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser such Buyer receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller and Guarantor under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on net income by the United States or States, a state or a foreign jurisdiction under the laws of which the Purchaser is organized, where Purchaser’s organized or of its applicable lending office is locatedoffice, or a state or foreign jurisdiction with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller or Guarantor for its own account not later than the date when due. If Seller or Guarantor is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, (c) deliver to the Purchaser, promptly, original tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser receives, free and clear of all Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated), branch profits taxes or franchise taxes imposed by the United States or a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by Seller for its own account not later than the date when due. If Seller is required by law or regulation to deduct or withhold any Taxes from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when duedue and not yet delinquent, (c) deliver to the Purchaser, promptlyas soon as reasonably practicable, original tax receipts and other evidence satisfactory to the Purchaser of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) belowif such deduction or withholding related to Indemnified Taxes, pay to the Purchaser such additional amounts (including all Indemnified Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that after such deduction or withholding on account of Indemnified Taxes has been made the Purchaser receives, free and clear of all Indemnified Taxes, a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding of Indemnified Taxes had been made.. (b) In addition, Seller agrees to pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies (including, without limitation, mortgage recording taxes, transfer taxes and similar fees) imposed by any taxing authority that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement except such Taxes that are Other Connection Taxes imposed with respect to an assignment (“Other Taxes”). (c) Seller agrees to indemnify Purchaser for the full amount of Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 8), and any reasonable expenses arising therefrom or with respect thereto, provided, that the Purchaser shall have provided Seller with evidence, reasonably satisfactory to Seller, of payment of Indemnified Taxes. - 41 -

TAXES; TAX TREATMENT. (a) All payments made by the Seller to Buyer or a Buyer assignee under this Agreement or under any Program Document shall be made free and clear of, and without deduction or withholding for or on account of, of any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereonTaxes , excluding (A) taxes imposed on or measured by net income (however denominated)taxes, branch profits taxes, franchise taxes or franchise taxes any other tax imposed on the net income by the United States or States, a state or a foreign jurisdiction under the laws of which Purchaser Buyer is organized, where Purchaser’s organized or of its applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document)office, or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by the Seller for its own account not later than the date when due. If the Seller is required by law or regulation to deduct or withhold any Taxes or Other Taxes from or in respect of any amount payable hereunderto Buyer or Buyer assignee, it the Seller shall: (ai) make such deduction or withholding, ; (bii) pay the full amount so deducted or withheld to the appropriate Governmental Authority in accordance with the requirements of the applicable law or regulation not later than the date when due, ; (ciii) deliver to the PurchaserBuyer or Buyer assignee, promptly, original tax receipts and other evidence satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes or Other Taxes; and (div) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer or Buyer assignee such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser after making all required deductions and withholdings (including deductions and withholding applicable to additional sums payable under this Section 5), such Buyer or Buyer assignee receives, free and clear of all Taxes and Other Taxes, a net an amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.

TAXES; TAX TREATMENT. (a) All payments made by Seller Sellers under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including penalties, interest and additions to tax) with respect thereto imposed by any Governmental Authority therewith or thereon, excluding (A) taxes imposed on or measured by net income (however denominated), branch profits taxes or franchise taxes imposed by the United States or a state or a foreign jurisdiction under the laws of which Purchaser is organized, where Purchaser’s applicable lending office is located, or with respect to which Purchaser has a present or former connection (other than any connection arising from executing, delivering, being party to, engaging in any transaction pursuant to, performing its obligations under or enforcing any Program Document), or any political subdivision thereof or (B) taxes imposed under FATCA (collectively, such non-excluded taxes are hereinafter called “Taxes”), all of which shall be paid by a Seller for its own account not later than the date when due. If a Seller determines that it is required by law or regulation to deduct or withhold any Taxes (other than Excluded Taxes) from or in respect of any amount payable hereunder, it shall: (a) make such deduction or withholding, ; (b) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due, ; (c) deliver to the PurchaserBuyer, promptly, original tax receipts and other evidence reasonably satisfactory to the Purchaser Buyer of the payment when due of the full amount of such Taxes; and (d) except as otherwise expressly provided in Section 8(d) below, pay to the Purchaser Buyer such additional amounts (including all Taxes imposed by any Governmental Authority on such additional amounts) as may be necessary so that the Purchaser such Buyer receives, free and clear of all Taxes (other than Excluded Taxes), a net amount equal to the amount it would have received under this Agreement, as if no such deduction or withholding had been made.