EXHIBIT 10.3 AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

Exhibit 10.3

EXECUTION COPY

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

among

BAY VIEW ACCEPTANCE CORPORATION
(the “ Contributor ”)

BAY VIEW 2005 WAREHOUSE TRUST
(the “ Issuer ”)

FALCON ASSET SECURITIZATION CORPORATION

and

FAIRWAY FINANCE COMPANY, LLC
(the “ Initial Purchasers ”)

JPMORGAN CHASE BANK, N.A. and HARRIS NESBITT CORP.

(the “Lender Group Agents” )

JPMORGAN CHASE BANK, N.A. and BANK OF MONTREAL

(the “ Financial Institutions”)

and

JPMORGAN CHASE BANK, N.A.
(the “Administrative Agent ”)

Dated as of November 11, 2005

Table of Contents

-i-

-ii-

          THIS AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (the “ Agreement ”) is dated and made as of November 11, 2005 (the “Effective Date” ), by and among Bay View 2005 Warehouse Trust (the “ Issuer ”), Bay View Acceptance Corporation (the “ Contributor ”), FALCON ASSET SECURITIZATION CORPORATION and FAIRWAY FINANCE COMPANY, LLC, as the initial Noteholders (the “ Initial Purchasers ”), JPMORGAN CHASE BANK, N.A. and BANK OF MONTREAL (the “Financial Institutions” ; and together with the Initial Purchasers, the “Purchasers” ), JPMORGAN CHASE BANK, N.A. and HARRIS NESBITT CORP. as Lender Group Agents (as defined below), and JPMORGAN CHASE BANK, N.A. as administrative agent for the Purchasers and the Lender Group Agents (the “Administrative Agent” ).

RECITALS

          WHEREAS, the Issuer , the Contributor , the Purchasers, the Lender Group Agents and the Administrative Agent (collectively, the “Parties”) entered into the Note Purchase Agreement, dated as June 20, 2005 (the “Prior Agreement” );

          WHEREAS, the Parties wish to amend and restate the Prior Agreement.

          NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:

Article I

DEFINITIONS

      Section 1.01. Certain Defined Terms . Capitalized terms used herein without definition shall have the meanings set forth in the Indenture and the Sale and Servicing Agreement (as defined below), as applicable. Additionally, the following terms shall have the following meanings:

          “ Advance ” means a payment by a Noteholder under its Note pursuant to the provisions of Section 2.03 hereof or Section 2.13 of the Indenture.

          “ Advance Date ” means the Funding Date on which each Advance occurs.

           “Agents” means the Lender Group Agents and the Administrative Agent.

           “Aggregate Advance” has the meaning specified in Section 2.03 hereof.

          “ Assignment Agreement ” means an assignment agreement entered into by a Noteholder and a permitted assignee pursuant to Section 9.04 , pursuant to which such assignee may become a party to this Agreement.

           “Business Day” has the meaning ascribed to such term in the Indenture.

      “Commercial Paper” means promissory notes issued by a CP Issuing Purchaser in the United States commercial paper market.

     “ Commitment Expiry Date ” means June 19, 2006, as such date may be extended from time to time pursuant to Section 2.06 hereof.

     “ Contribution Agreement ” means the Contribution Agreement, dated as of June 20, 2005, between the Contributor and the Depositor relating to the transfer of Receivables by the Contributor to the Depositor, as amended, modified or otherwise supplemented from time to time in accordance with the terms thereof.

     “ CP Costs ” means, for each day, the sum of (i) discount or yield accrued on Pooled Commercial Paper (as defined below) on such day, plus (ii) any and all accrued commissions in respect of placement agents and dealers for the applicable Purchaser’s commercial paper, and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, plus (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase facilities which are funded by Pooled Commercial Paper for such day, minus (iv) any accrual of income net of expenses received on such day from investment of collections received under all receivable purchase facilities funded substantially with Pooled Commercial Paper, minus (v) any payment received on such day net of expenses in respect of liquidation fees related to any prepayment of any receivable interest of such Initial Purchaser pursuant to the terms of any receivable purchase facilities funded substantially with Pooled Commercial Paper. In addition to the foregoing costs, if the Issuer shall request any purchase hereunder during any period of time determined by the Lender Group Agent for such Purchaser in its sole discretion to result in incrementally higher CP Costs applicable to such Purchase, the principal amount of any Note Advance associated with any such Purchase shall, during such period, be deemed to be funded by such Purchaser in a special pool (which may include capital associated with other receivable purchase facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such period against such Capital. Each Note Advance funded substantially with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis, based upon percentage share the principal amount of such Note Advance represents in relation to all assets held by such Purchaser and funded substantially with Pooled Commercial Paper.

     “ CP Disruption ” means the inability of a CP Issuing Purchaser, at any time, whether as a result of a prohibition or any event or circumstance whatsoever, to raise funds through the issuance of Commercial Paper in the United States commercial paper market.

      “CP Issuing Purchaser” means a Purchaser that issues Commercial Paper and may fund all or any portion of any purchase of a Note hereunder through the issuance of Commercial Paper.

      “CP Rate” means, when used in reference to either of the Initial Purchasers shall have, when used in reference to any Purchaser, for each day during a Fixed Period and to the extent such Purchaser funds a Note Advance on such day through the issuance of Notes, the aggregate CP Costs for each day during such Fixed Period associated with the principal amount of such

Note Advance, expressed as a percentage of such principal amount and converted to an interest bearing equivalent rate per annum .

     “ CP Tranche ” means any portion of the Note Principal Balance funded by a CP Issuing Purchaser.

     “ Depositor ” means Bay View Warehouse Corporation, a Delaware corporation, and its successors.

      “Fairway Lender Group” means Fairway Finance Company, LLC, Harris Nesbitt Corp. and Bank of Montreal.

     “ Federal Bankruptcy Code ” means the Bankruptcy Code of the United States of America codified in Title 11 of the United States Code, as amended from time to time.

     “ Financial Institution ” means any financial institution which from time to time may become a party hereto as a Financial Institution and party to a Liquidity Agreement as a party to whom a CP Issuing Purchaser may assign all or a portion of such CP Issuing Purchaser’s Note(s).

     “ Fixed Period ” means the period commencing on the twentieth day of each calendar month and ending on twentieth day of the next succeeding calendar month.

      “Formal Transfer Requirements” means the formal requirements related to the transfer of receivables from the Contributor to the Depositor and then from the Depositor to the Issuer and related “tagging” and identification of such receivables prescribed by the Contribution Agreement, the Sale and Servicing Agreement and/or the Indenture.

     “ Governmental Action ” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Governmental Rule.

     “ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

     “ Governmental Rule ” means any and all laws, statutes, codes, rules, regulations, ordinances, orders, writs, decrees and injunctions, of any Governmental Authority and any and all legally binding conditions, standards, prohibitions, requirements and judgments of any Governmental Authority.

     “ Indemnified Party ” means each Purchaser, including without limitation each Initial Purchaser and each Financial Institution, and the Agents, and their respective officers, members, directors, employees, agents, representatives, successors and assignees.

     “ Indenture ” means the Indenture dated as of June 20, 2005 between the Issuer and JPMorgan Chase Bank, N.A., as Indenture Trustee, as amended, modified or otherwise supplemented from time to time in accordance with the terms thereof.

     “ Initial Advance Amount ” has the meaning specified in Section 2.02 hereof.

      “Initial Funding Date” has the meaning specified in Article III hereof.

     “ Initial Purchasers ” means each of Falcon Asset Securitization Corporation ( “Falcon” ), a Delaware limited liability company, and Fairway Finance Company, LLC ( “Fairway” ), a Delaware limited liability company, the administrator for which is Harris Nesbitt Corp., and their successors and assigns.

      “Instruction Letter” means the Instruction Letter dated June 23, 2005 to the Indenture Trustee from the Issuer, and consented to by the Initial Purchasers and the Contributor.

      “Falcon Lender Group” means Falcon and JPMorgan Chase Bank, N.A.

      “Lender Group” means the Falcon Lender Group or the Fairway Lender Group.

      “Lender Group Agent” means, with respect to the Falcon Lender Group, JPMorgan Chase Bank, N.A., not individually but as agent for such Lender Group, and with respect to the Fairway Lender Group, Harris Nesbitt Corp., as administrator for Fairway Finance Company, LLC, not individually but as agent for such Lender Group.

      “LIBOR” means the rate per annum equal to the applicable British Bankers’ Association Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first day of the relevant Tranche Period, and having a maturity equal to such Tranche Period, provided that, (i) if Reuters Screen FRBD is not available to the Administrative Agent for any reason, the applicable LIBOR for the relevant Tranche Period shall instead be the applicable British Bankers’ Association Interest Settlement Rate for deposits in U.S. dollars as reported by any other generally recognized financial information service as of 11:00 a.m. (London time) two Business Days prior to the first day of such Tranche Period, and having a maturity equal to such Tranche Period, and (ii) if no such British Bankers’ Association Interest Settlement Rate is available to the Administrative Agent, the applicable LIBOR for the relevant Tranche Period shall instead be the rate determined by the Administrative Agent to be the rate at which JPMorgan Chase Bank, N.A. offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Tranche Period, in the approximate amount to be funded at LIBOR and having a maturity equal to such Tranche Period, divided by (b) one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which is imposed against the Administrative Agent in respect of Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Tranche Period plus LIBOR shall be rounded, if necessary, to the next higher 1/16 of 1%.

     “ LIBOR Tranche ” means any portion of the Note Principal Balance of any Note funded by any Purchaser through the borrowing of loans (or the sale of participation interests) at an interest rate based on LIBOR.

     “ Liquidity Agreement ” means any agreement between a CP Issuing Purchaser and an affiliated Financial Institution, including, without limitation, (i) that certain Asset Purchase

Agreement (Bay View Warehouse Corporation) dated as of June 20, 2005, by and among Falcon, the Falcon Lender Group Agent, and the “Assignees” from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, and (ii) that certain Amended and Restated Liquidity Asset Purchase Agreement dated as of October 20, 2000, by and among Fairway, Bank of Montreal, and the “Assignees” from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof.

      “London Business Day” means any Business Day on which commercial banks are open for international business in London, England.

      “Note” has the meaning ascribed to it in the Indenture.

      “Note Advance” means an Advance under a Note.

      “Noteholder” means any holder of a Note.

      “Pool” means the aggregation of Receivables and related assets contained from time to time in the Issuer’s trust estate.

      “Pooled Commercial Paper” means commercial paper notes of a Purchaser subject to any particular pooling arrangement by such Purchaser, but excluding commercial paper issued by such Purchaser for a tenor and in an amount specifically requested by any Person in connection with any agreement effected by such Purchaser.

      “Pre-Funded Collateral” means the lesser of (a) $15,000,000 and (b) the amount on deposit in the Pre-Funding Account plus the product of the Pre-Funded Receivables times the Pre-Funding Advance Percentage.

      “Pre-Funded Receivables” means accounts receivable purchased by the Issuer with the proceeds of a distribution from the Pre-Funding Account and which are owned and identified or identifiable as such by the Issuer, but with respect to which the Formal Transfer Requirements have not been completed.

     “ Pre-Funding Account ” means the account established and maintained pursuant to Section 5.01(a)(iii) of the Indenture.

      “Pre-Funding Advance Percentage” has the meaning ascribed to it in the Monthly Servicer Report.

      “Pre-Funding Receivables Advance” means as of any Funding Date, (a) the lesser of (i) $15,000,000 and (ii) the Issuer’s projected borrowing needs for such week minus (b) the amount on deposit in the Pre-Funding Account on such date.

      “Pre-Funding Servicer Report” means a report in the form attached hereto as Exhibit A.

      “Pre-Funding Transfer Date” means the Business Day on which a Pre-Funding Servicer Report is received from the Issuer by the Servicer, with a copy to each Lender Group Agent and

the Indenture Trustee by 1:00 p.m. Eastern time (or if received after such time, the next Business Day).

          “ Prime Rate Tranche ” means any portion of the Note Principal Balance of any Note that is not a CP Tranche or a LIBOR Tranche.

           “Pro Rata Share” means, with respect to each Noteholder, a fraction, expressed as a percentage the numerator of which is the face amount of such Noteholder’s Note and the denominator of which is the Maximum Outstanding Note Amount. On the Initial Funding Date, the Falcon Lender Group’s Pro Rata Share shall be 67% and the Fairway Lender Group’s Pro Rata Share shall be 33%.

           “Purchasers” means the Initial Purchasers, the Financial Institutions and any other Purchaser of a Note from time to time party hereto.

          “ Sale and Servicing Agreement ” means the Sale and Servicing Agreement, dated as of June 20, 2005, among the Issuer, the Depositor, the Indenture Trustee, the Backup Servicer and the Servicer, relating to the transfer of the Receivables and related Deposited Assets from the Depositor to the Issuer and the servicing of the Receivables and the rest of the Trust Estate, as the same may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof.

          “ Third Party Claim ” has the meaning specified in Section 8.02 hereof.

          “ Tranche ” means a Prime Rate Tranche, a CP Tranche and/or a LIBOR Tranche.

          “ Transaction Party ” means each of the Issuer, the Contributor, the Depositor, the Servicer and the Custodian.

           “Trust Agreement” means the Amended and Restated Trust Agreement, dated June 20, 2005 by and between Bay View Warehouse Corporation and Wilmington Trust Company.

      Section 1.02. Other Definitional Provisions . (a) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

          (b) As used herein and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in Section 1.01 , and accounting terms partially defined in Section 1.01 to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained herein shall control.

          (c) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Article, Section, subsection, Schedule and Exhibit references contained in this Agreement are references to Articles, Sections, subsections, the Schedule and Exhibits in or to this Agreement unless otherwise specified.

Article II

PURCHASE AND SALE

      Section 2.01. Initial Purchase and Sale of the Notes . On the terms and subject to the conditions set forth in this Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Issuer shall sell to the Initial Purchasers, and the Initial Purchasers shall purchase, on the Initial Funding Date, Notes with an aggregate outstanding principal amount of $266,513,454.44.

      Section 2.02. Initial Advance Amount . On the Initial Funding Date, Notes will be purchased at a price (the “ Initial Advance Amount ”) equal to $273,200,000.00 in the aggregate.

      Section 2.03. Advances. The Initial Purchasers, with respect to the Notes, may be requested by the Issuer to make Advances from time to time in accordance with, and subject to the conditions and terms of the Indenture and upon the satisfaction, as of the applicable Advance Date but other than in connection with an Advance that is to be funded into the Pre-Funding Account, of each of the conditions set forth in Sections 2.11 or 2.12 of the Indenture and Sections 4.01 and/or 4.02 hereof. Advances shall be funded pursuant to Section 2.14 of the Indenture. The aggregate amount of Advances to be made pursuant to any Funding Request (as defined below) is referred to as an “Aggregate Advance” and each Noteholder’s Note Advance as part of such Aggregate Advance shall be in an amount equal to its Pro Rata Share of the Noteholder Advances which are part of such Aggregate Advance. Unless otherwise agreed to by the Lender Group Agents, each Aggregate Advance shall be in a minimum amount of $1,000,000, provided that: (a) after giving effect to such Aggregate Advance, the Note Principal Balance with respect to the Notes shall not exceed the Maximum Outstanding Note Amount and the amount on deposit in the Spread Account shall be equal to or greater than the Requisite Amount, (b) the number of Aggregate Advances shall not exceed two during any calendar week and (c) the Issuer shall, by 1:00 p.m. Eastern time at least one (1) Business Day prior to the proposed date of such Aggregate Advance, give the Lender Group Agents an irrevocable written notice, (each a “ Funding Request ”) specifying: (i) the proposed date of such Aggregate Advance, (ii) the amount of such Aggregate Advance and the amount of each Note Advance which shall comprise such Aggregate Advance, (iii) the amount, if any, of such Aggregate Advance to be deposited in accordance with Section 2.14 of the Indenture together with the bank account to which any such funds shall be sent, (iv) a computation of the Receivables Advance Amount, (v) a calculation of the Requisite Amount after giving effect to such Aggregate Advance, and (vi) the amount, if any, to be allocated from such Aggregate Advance and deposited to the Spread Account on the related Funding Date such that the amount on deposit therein is equal to or greater than the Requisite Amount. Each Funding Request shall also include a computation demonstrating that after giving effect to such Aggregate Advance, the Collateral Test Amount shall not be less than zero (0) and that the representations and warranties set forth in Section 3.02(a)(xxv) of the Sale and Servicing Agreement are true and correct with respect to the Subsequent Receivables to be transferred on the proposed date of such Advance. Each Noteholder shall transfer the amount of its Advance or Advances in immediately available funds to the account and on the date of the Aggregate Advance specified in such request. The purchase price of each Advance shall be funded to the Pre-Funding Account or paid in accordance with Section 2.14 of the Indenture.

      Section 2.04. Pre-Funding Account.

          (a) Notwithstanding the foregoing subsection 2.03(b), the Issuer shall use reasonable efforts to limit the number of Funding Requests submitted to the Lender Group Agents to two per week. Such request shall be made to the Lender Group Agents by 1:00 pm Eastern time one (1) Business Day prior and shall include the requested Pre-Funded Receivables Advance.

          (b) No later than the Initial Funding Date, pursuant to Section 5.01(a)(iii) of the Indenture, the Indenture Trustee shall establish and maintain a trust account in the name of the Issuer which shall at all times be an Eligible Account and shall be titled “Pre-Funding Account, JPMorgan Chase Bank, N.A., in trust for the Noteholders” (the “Pre-Funding Account” ). The Indenture Trustee shall, promptly upon receipt, deposit in the Pre-Funding Account, and retain therein, the Pre-Funding Receivables Advance, remitted either on the Initial Funding Date by the Depositor, or on any Funding Date by the Noteholders. Funds deposited in the Pre-Funding Account shall be held in trust for, and shall constitute cash collateral for the obligations owed by the Issuer to the Noteholders. Funds deposited in the Pre-Funding Account may not exceed $15,000,000 at any time. If, at any time, funds in the Pre-Funding Account are released to the Issuer to fund a Pre-Funded Receivable that is prepaid, such funds shall be redeposited by the Issuer into the Pre-Funding Account.

          (c) The Indenture Trustee will invest funds deposited in the Pre-Funding Account in Eligible Investments as directed by the Depositor in writing. For federal income tax purposes, the Depositor shall be the owner of the Pre-Funding Account and shall report all items of income, deduction, gain or loss arising therefrom. All income and gain realized from investment of funds deposited in the Pre-Funding Account shall be transferred to the Depositor as requested by the Depositor in writing. The Depositor shall deposit in the Pre-Funding Account the amount of any net loss incurred in respect of any such Eligible Investment immediately upon realization of such loss without any right of reimbursement therefor.

          (d) Pre-Funded Receivables Advances shall be withdrawn by the Indenture Trustee as follows:

               (i) On any Pre-Funding Transfer Date, the Indenture Trustee, in accordance with the Pre-Funding Servicer Report, shall withdraw from the Pre-Funding Account an amount equal to the lesser of (a) the amount on deposit in the Pre-Funding Account and (b) the product of (i) the Pre-Funding Advance Percentage times (ii) the aggregate principal balance of the Pre-Funded Receivables transferred and assigned to the Indenture Trustee for deposit in the Pool on such Pre-Funding Transfer Date, and pay such amount to or upon the order of the Depositor upon satisfaction of the conditions set forth in Section 2.12 of the Indenture as modified by the Instruction Letter;

               (ii) At the written request of the Noteholders, to return to the Purchasers, any remaining funds on deposit in the Pre-Funding Account;

               (iii) To withdraw any amount not required to be deposited in the Pre-Funding Account or deposited therein in error; and

               (iv) To clear and terminate the Pre-Funding Account upon the termination of this Agreement, with any amounts remaining on deposit therein being paid to the Noteholders then entitled to distributions in respect of principal.

      Section 2.05. Interest Rates . (a) Any portion of the Note Principal Balance of any Note shall be a LIBOR Tranche unless: (i) it is held by a CP Issuing Purchaser and is allocated to a CP Tranche; (ii) on or prior to the first day of the next related Interest Rate Period, a Lender Group Agent has given the Issuer and the Servicer notice that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other Governmental Authority asserts that it is unlawful, for the Purchaser affiliated with such Lender Group Agent to fund Advances pursuant to Section 2.01 and 2.02 or 2.03 hereof or, in the case of a CP Issuing Purchaser, the related Financial Institution under the related Liquidity Agreement to fund the purchase of Advances at LIBOR (and the affiliated Lender Group Agent shall not have subsequently notified the Servicer and the Issuer that such circumstances no longer exist); (iii) such Interest Rate Period is not a period of one month; (iv) such Tranche was not designated a LIBOR Tranche by 3:00 p.m. (New York, New York time) on the third London Business Day preceding the first day of such Interest Rate Period; or (v) the outstanding principal amount of such Tranche is less than $1,000,000. In each case in which a portion of the related Note Principal Balance is not allocated to a CP Tranche or a LIBOR Tranche it shall be a Prime Rate Tranche.

          (b) The Lender Group Agent for the affected Lender Group shall select the duration of the Interest Rate Period related to each Tranche. In selecting such Interest Rate Periods, such Agent shall use reasonable efforts, taking into consideration market conditions.

          (c) The Lender Group Agents shall, on or before the third (3 ^rd ) Business Day of each calendar month, deliver to the Administrative Agent one consolidated invoice for interest accrued during, and any fees or other charges payable with respect to, the immediately prior calendar month (the “ Invoice” ). Upon the occurrence and during the continuance of any Termination Event, the duration of any Interest Rate Period that commences during such period on or after such date shall be of such duration as shall be selected by the Lender Group Agents. In addition, if a CP Disruption shall have occurred and be continuing, a CP Issuing Purchaser, or the Financial Institution affiliated with such Purchaser, on its behalf, may, upon notice to the Servicer, the Issuer and the Indenture Trustee, terminate any Interest Rate Period then in effect for any CP Tranche (it being understood that, upon such termination, the portion of the Note Principal Balance of any Note held by such Purchaser and allocated to such CP Tranche shall be reallocated to a LIBOR Tranche or a Prime Rate Tranche as provided in clause (a)). Interest on each Tranche during each Interest Rate Period shall accrue at the applicable Note Interest Rate for the applicable Note and such Interest Rate Period and all accrued and unpaid interest on each Tranche shall be payable on each Payment Date in accordance with the terms of the Indenture. Interest with respect to any Tranche due but not paid on any Payment Date will be due on the next succeeding Payment Date together with Overdue Interest as calculated in accordance with the terms of the Indenture.

      Section 2.06. Taxes . (a) All payments made by the Issuer under this Agreement, the Indenture, the Notes, the other Transaction Documents and any other agreement or document executed in connection with any of the foregoing, to or for the benefit of any Purchaser shall be

made, to the extent allowed by law, free and clear of, and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority having taxing authority (excluding income taxes, branch profits or franchise taxes imposed or based on income or gross receipts imposed on any Purchaser or Lender Group, any Lender Group Agent or the Administrative Agent as a result of any present or former connection between the jurisdiction of the government or taxing authority imposing such tax or any political subdivision or taxing authority thereof or therein and such Agent or Purchaser (other than any connection arising solely from such Agent or Purchaser having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Note or any other related document to which any Purchaser or any Agent is a party)) (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings being hereinafter called “ Taxes ”). If any Taxes are required to be withheld from any amounts payable to or under any Note, (i) the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section 2.05 ) the applicable Purchaser or Agent receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Issuer shall make such deductions, (iii) the Issuer shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law, (iv) the Lender Group Agents shall furnish to the Issuer, at its address referred to in the Indenture, the original or a certified copy of a receipt evidencing payment thereof, and (v) in the event the applicable Purchaser or Agent receives a refund of any Taxes paid by the Issuer pursuant to Section 2.05(a) or 2.05(b) , or receives a tax credit or other reduction in Taxes which is attributable to a payment made by the Issuer pursuant to this Section 2.05 , such party shall pay an amount equal to such refund, credit or reduction to the Issuer within 45 days of the receipt of such refund or application of such credit or reduction.

     (b) In addition, the Issuer agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to any Liquidity Agreement (hereinafter, “ Other Taxes ”).

     (c) Subject to the provisions set forth in this Section 2.05 , and except to the extent provided in Section 2.05(a) , the Issuer will indemnify each Indemnified Party for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.05 ) paid by such Indemnified Party and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, provided , that such Indemnified Party, in making a demand for indemnity, shall provide the Issuer with a certificate from the relevant taxing authority or from a responsible officer of such Person stating or otherwise evidencing that such Person has made payment of such Taxes or Other Taxes and will provide a copy of or extract from documentation, if available, furnished by such taxing authority evidencing assertion or payment of such Taxes or Other Taxes. Whenever any Taxes are payable by the Issuer, within thirty (30) days after receipt by the Issuer of an original official receipt showing payment thereof, the Issuer shall send to the applicable Purchaser or Agent a certifie