Common use of Nature of Transaction Clause in Contracts

Nature of Transaction. (a) The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, the Lessor Trust will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (i) the Lease will be treated as a financing arrangement, (ii) the Certificate Holders will be deemed lenders making loans to the Lessee in an amount equal to the principal amount of the Trust Certificates from time to time outstanding, which loans are secured by the Equipment, and (iii) the Lessee will be treated as the owner of the Equipment and will be entitled to all tax benefits ordinarily available to an owner of equipment like the Equipment for tax purposes. Nevertheless, the Lessee acknowledges and agrees that neither the Trust Certificate Purchasers nor any of the Certificate Holders has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that the Lessee has obtained and relied upon its own tax, accounting and legal advisers concerning the Operative Agreements as it has deemed appropriate. (b) Specifically, without limiting the generality of clause (a) of this Section 8.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lessee.

Nature of Transaction. (a) The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, the Lessor Trust will be treated as the sublessor of the Land under the Lease and the owner and the lessor of the Equipment Improvements and the Lessee will be treated as the sublessee of the Land under the Lease and the lessee of the Equipment Improvements and (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, , (iA) the Lease will be treated as a financing arrangement, , (iiB) the Lessor, the Certificate Holders Purchaser and the Lenders will be deemed lenders making loans to the Lessee in an amount equal to the sum of the Certificate Amounts and the outstanding principal amount of the Trust Certificates from time to time outstandingLoans, which loans are secured by the Equipment, and Property and (iiiC) the Lessee will be treated as the owner of the Equipment Property and will be entitled to all tax benefits ordinarily available to an owner of equipment property like the Equipment Property for such tax purposes. Nevertheless, the Lessee acknowledges and agrees that neither the Trust Certificate Purchasers Trustee, the Certificate Purchaser nor any of the Certificate Holders has Lender have made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents as it has deemed deems appropriate. (b) Specifically, without limiting the generality of clause subsection (a) of this Section 8.15.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantorthe Lessor, the Lessor Trust, the Lessor Trustee Certificate Purchaser or the Certificate Holders Lenders or any collection actions, the transactions evidenced by the Operative Agreements Documents shall be regarded as loans made by the Certificate Holders Trustee, the Certificate Purchaser and the Lenders as unrelated third party lenders of the Lessee.

Nature of Transaction. It is the intention of the parties that: (a) The parties hereto intend that the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under Financial Accounting Standards Board Statement No. 13; (ib) for financial accounting purposes with respect to the Lesseeof all federal, the Lessor Trust will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for all other purposes, including federal and all state and local income tax purposesincome, state franchise, transfer and other taxes, and bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship, insolvency and receivership proceedings are based) real estate and law, commercial law and bankruptcy purposes,UCC: (i) the Lease will be treated as Overall Transaction constitutes a financing arrangement, (ii) the Certificate Holders will be deemed lenders making loans to the Lessee in an amount equal to the principal amount of the Trust Certificates from time to time outstanding, which loans are secured by the EquipmentParticipants to Lessee and preserves beneficial ownership in the Subject Property in Lessee, and (iii) the Lessee will be treated as the owner of the Equipment and will be entitled to all tax benefits with respect to the Subject Property ordinarily available to an owner owners of equipment like property similar to the Equipment Subject Property for tax purposespurposes and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) the Lease grants a security interest or a Lien, as the case may be, in the Lessee’s interest in the Leased Property and the other Lessee Collateral in favor of Lessor, and for the benefit of the Participants, to secure Lessee’s payment and performance of its Obligations; and (iii) the Security Instruments create Liens on and security interests in the Subject Property and the other Lessor Collateral and Lessee Collateral in favor of the Collateral Agent for the benefit of all of the Participants to secure Lessee’s and Lessor’s payment and performance of their obligations under the Operative Documents. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 4.1. Nevertheless, the Lessee acknowledges and agrees that neither the Trust Certificate Purchasers nor any none of the Certificate Holders Lessor, the Collateral Agent, Arranger or any Lender has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents or any aspect of the Overall Transaction and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents and the Overall Transaction as it has deemed deems appropriate. (bc) Specifically, but without limiting the generality of clause subsection (a) of this Section 8.14.1, the parties hereto Lessor and the Lessee intend and agree that in for the event purpose of any insolvency or receivership proceedings or a petition under securing the United States bankruptcy laws or any other applicable insolvency laws or statute Lessee’s obligations for the repayment of the United States Obligations, (i) the Lease and this Memorandum shall also be deemed to be a security agreement and financing statement within the meaning of America or any State or Commonwealth thereof affecting Article 9 of the Lessee, any Guarantor, Uniform Commercial Code; (ii) the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced conveyance provided for hereby is and shall be deemed to be a grant by the Operative Agreements shall be regarded as loans made by Lessee to the Certificate Holders as unrelated third party lenders Lessor, for the benefit of the Participants, of a Lien on and security interest in all of the Lessee’s present and future right, title and interest in and to the Leased Property and the Lessee Collateral, including but not limited to the Lessee’s leasehold estate therein and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property to secure such loans, effective on the date hereof, to have and to hold such interests in the Leased Property and the Lessee Collateral unto the Lessor, for the benefit of the Participants; (iii) the possession by the Lessor of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313 of the UCC; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessee shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. The Lessor and the Lessee shall, to the extent consistent with the Lease and this Memorandum, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if the Lease were deemed to create a security interest in the Leased Property and the Lessee Collateral in accordance with this Section 4.1(c), such security interest would be deemed to be a perfected security interest in the Leased Property and the Lessee Collateral with priority over all Liens, other than Permitted Liens, under Applicable Laws and will be maintained as such throughout the Term. Lessee hereby authorizes Lessor to file any and all financing statements covering the Leased Property, the Lessee Collateral or any part thereof that Lessor may require.

Nature of Transaction. (a) The It is the intent of the parties hereto intend that that: (i) the transaction contemplated hereby constitutes an operating lease from Lessor to Lessee for purposes of Lessee's financial accounting reporting, (ii) the transaction contemplated hereby preserves ownership in the Sites to Lessee for purposes with respect of Federal and state tax and bankruptcy purposes, (iii) Lessee, pursuant to the LesseeLease, grants a security interest or lien, as the case may be, in the Sites and the other Collateral to Lessor, (iv) for purposes of Federal and state tax and bankruptcy purposes, the Lessor Trust will be treated as the owner and the lessor payment by Lessee of the Equipment and the Lessee will be treated as the lessee portions of the Equipment Basic Rent described in clauses (i) and (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (i) of the Lease will definition thereof shall be treated as a financing arrangement, (ii) payments of interest, and the Certificate Holders will be deemed lenders making loans to the payment by Lessee in an amount equal to the principal amount of the Trust Certificates from time to time outstanding, which loans are secured by the Equipment, and portions of Basic Rent described in clause (iii) of the Lessee will definition thereof and any other amounts in respect of the Lease Balance shall be treated as repayments of principal, and (v) the owner Mortgage and Assignment of Lease create a lien and security interest in the Equipment and will be entitled Sites, subject to all tax benefits ordinarily available to an owner of equipment like the Equipment for tax purposescertain limited exceptions. Nevertheless, the Lessee acknowledges and agrees that neither none of Lessor, Agent or any Lender has provided or will provide tax, accounting or legal advice to Lessee regarding the Trust Certificate Purchasers nor any of the Certificate Holders has Overall Transaction or made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents as it has deemed deems appropriate. (b) Specifically, without limiting the generality of clause subsection (a) of this Section 8.121.20, but understanding that the parties' characterization is not the sole determinant of the issue, the parties hereto intend and agree that with respect to the nature of the transactions evidenced by this Lease in the event context of the exercise of remedies under the Operative Documents, relating to and arising out of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof Lease Agreement affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any Lender or any enforcement or collection actions, the transactions evidenced by the Operative Agreements shall be regarded as Documents are loans made by the Certificate Holders Lenders as unrelated third party lenders of to Lessee secured by the LesseeSites.

Nature of Transaction. (a) The It is the intent of the parties hereto intend that that: (i) the transaction contemplated hereby constitutes an operating lease from Lessor to Lessee for purposes of Lessee's financial accounting reporting, (ii) the transaction contemplated hereby preserves ownership in the Sites to Lessee for purposes with respect of Federal and state tax and bankruptcy purposes, (iii) Lessee, pursuant to the LesseeLease, grants a security interest or lien, as the case may be, in the Sites and the other Collateral to Lessor, (iv) for purposes of Federal and state tax and bankruptcy purposes, the Lessor Trust will be treated as the owner and the lessor payment by Lessee of the Equipment and the Lessee will be treated as the lessee portions of the Equipment Basic Rent described in clauses (i) and (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (i) of the Lease will definition thereof shall be treated as a financing arrangement, (ii) payments of interest, and the Certificate Holders will be deemed lenders making loans to the payment by Lessee in an amount equal to the principal amount of the Trust Certificates from time to time outstanding, which loans are secured by the Equipment, and portions of Basic Rent described in clause (iii) of the Lessee will definition thereof and any other amounts in respect of the Lease Balance shall be treated as repayments of principal, and (v) the owner Mortgage and Assignment of Lease create a lien and security interest in the Equipment and will be entitled Sites, subject to all tax benefits ordinarily available to an owner of equipment like the Equipment for tax purposescertain limited exceptions. Nevertheless, the Lessee acknowledges and agrees that neither none of Lessor, Agent or any Lender has provided or will provide Lease Agreement tax, accounting or legal advice to Lessee regarding the Trust Certificate Purchasers nor any of the Certificate Holders has Overall Transaction or made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents as it has deemed deems appropriate. (b) Specifically, without limiting the generality of clause subsection (a) of this Section 8.121.20, but understanding that the parties' characterization is not the sole determinant of the issue, the parties hereto intend and agree that with respect to the nature of the transactions evidenced by this Lease in the event context of the exercise of remedies under the Operative Documents, relating to and arising out of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any Lender or any enforcement or collection actions, the transactions evidenced by the Operative Agreements shall be regarded as Documents are loans made by the Certificate Holders Lenders as unrelated third party lenders of to Lessee secured by the LesseeSites.

Nature of Transaction. (a) The parties hereto intend that that, with respect to the Property and the Master Lease, (i) for financial accounting purposes with respect to the Lessee, (x) the Master Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as amended, (y) the Lessor Trust will be treated as the owner and the lessor of the Equipment Property to which it holds title subject to the Master Lease and the Lessee will be treated as the lessee of the Equipment and Property, (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law purposes and bankruptcy purposes, , (iA) the Master Lease will be treated as a financing arrangement, , (iiB) the Certificate Holders Note Purchaser with respect to the Notes and the Lessor with respect to the Equity Investment will be deemed to be lenders making loans to the Lessee in an aggregate amount equal to the principal amount of the Trust Certificates from time to time outstandingOutstanding Lease Balance, which loans are secured secured, inter alia, by the EquipmentProperty subject to the Master Lease, and and (iiiC) the Lessee under the Master Lease will be treated as the owner of the Equipment Property and will be entitled to all tax benefits ordinarily available to an owner of equipment property like the Equipment such Property for such tax purposes. Nevertheless, and (iii) all risks relating to environmental matters shall be borne by the Lessee in accordance with the provisions of this Participation Agreement, the Construction Agency Agreement and the Environmental Indemnity Agreement. (b) The parties hereto intend that, for federal, state, local and foreign tax and regulatory purposes, the Notes and the Equity Investment will be Indebtedness of the Lessee secured, inter alia, by the Property and the rights to payment of Rent under the Master Lease, and agree to treat the Notes and the Equity Investment accordingly for all such purposes. (c) Notwithstanding anything else to the contrary set forth herein, each Transaction Party acknowledges and agrees that neither the Trust Certificate Purchasers nor any none of the Certificate Holders other Transaction Parties has made any representations or warranties to the Lessee concerning the tax, accounting or (except as otherwise expressly contained in this Participation Agreement or other Operative Documents) legal characteristics of the Operative Agreements Documents and that the Lessee each Transaction Party, respectively, has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents as it has deemed deems appropriate. (bd) Specifically, without limiting the generality of clause (a) of this Section 8.1the foregoing, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute statutes of the United States of America or any State state or Commonwealth commonwealth thereof affecting the Lessee, Lessee or any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders other Transaction Party or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as Documents are loans made to the Lessee by the Certificate Holders Lessor (using its own funds as well as funds provided by the Note Purchaser and/or the Liquidity Banks as unrelated third party lenders of the Lesseelenders).

Nature of Transaction. (a) The parties hereto intend that (i) for financial accounting purposes with respect to It is the Lessee, the Lessor Trust will be treated as the owner and the lessor intention of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) parties that for all other purposesfederal, including federal and all state and local income tax purposesor franchise tax, state bankruptcy (including the substantive law upon which bankruptcy proceedings are based), real estate and commercial law and bankruptcy Uniform Commercial Code purposes,: (i) this overall transaction constitutes a loan by the Lease will Lenders and Equity Participant to Lessee and preserves beneficial ownership in the Leased Premises in Lessee, and obligations of Lessee to pay Basic Rent shall be treated as a financing arrangement,payments of interest; and (ii) the Certificate Holders will be deemed lenders making loans Mortgage and the Assignment Agreements create liens and security interests in the Leased Premises in favor of Agent for the benefit of the Lenders and Equity Participant. Accordingly, and notwithstanding any provision of this Lease to the Lessee contrary, the parties hereto agree and declare that: (i) the transactions contemplated by this Lease are intended to have a dual, rather than single form, as evidenced by the statements set forth in an amount equal Section 26 hereof, and (ii) all references in the Transaction Documents to the principal amount "lease" of the Trust Certificates from time Leased Premises which fail to time outstanding, which loans are secured by reference such dual form do so as a matter of convenience only and do not reflect the Equipment, and (iii) the Lessee will be treated as the owner intent of the Equipment and will be entitled parties hereto as to all tax benefits ordinarily available to an owner the true characterization of equipment like such arrangements. Notwithstanding the Equipment for tax purposes. Neverthelessintentions of the parties set forth above, the Lessee acknowledges and agrees that neither none of Agent, any Lender, the Trust Certificate Purchasers nor any of the Certificate Holders has Equity Participant or their representatives have made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Transaction Documents and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice from its own experts concerning the Operative Agreements Transaction Documents as it has deemed deems appropriate. (b) Specifically, without limiting the generality of clause paragraph (a) of this Section 8.125, the parties hereto Lessor and the Lessee intend and agree that with respect to the nature of the transactions evidenced by this Lease in the event context of the exercise of remedies under the Transaction Documents, including, without limitation, in the case of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth state thereof affecting the Lessee, the Lessor, any Guarantor, the Lessor Trust, the Lessor Trustee Lender or the Certificate Holders Equity Participant or any enforcement or collection actions, the transactions evidenced by the Operative Agreements shall be regarded as this Lease are loans made by the Certificate Holders Equity Participant and the Lenders as unrelated third party lenders to the Lessee secured by the Leased Premises pursuant to the Mortgage and Assignment Agreements. (c) The Lessor agrees that it will not file any federal, state or local income tax returns during the Lease Term that are inconsistent with the treatment of the LesseeLessee as owner of the Leased Premises for federal, state and local income tax purposes. The Lessee agrees to file all applicable state and local property returns, reports, forms and notices with respect to the Leased Premises during the Lease Term consistent with the treatment of the Lessee as the owner of the Leased Premises for state and local property tax purposes.

Nature of Transaction. It is the intention of the parties that: (a) The parties hereto intend that the Overall Transaction constitutes an "operating lease" pursuant to SFAS No. 13 from Lessor to Lessee for purposes of Lessee's financial reporting; (ib) for financial accounting purposes with respect to the Lesseefederal, the Lessor Trust will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for all other purposes, including federal and all state and local income tax purposesor franchise tax, state bankruptcy (including the substantive law upon which bankruptcy proceedings are based), real estate and commercial law and bankruptcy Uniform Commercial Code purposes,: (i) the Lease will Overall Transaction constitutes a loan by Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, and obligations of Lessee to pay Site Rent and Equipment Variable Rent shall be treated as a financing arrangement,payments of interest, and the payment by Lessee of any amounts in respect of the Equipment Fixed Rent and the Lease Balance shall be treated as repayments of principal; (ii) this Lease grants a security interest and a mortgage lien, as the Certificate Holders will be deemed lenders making loans to the Lessee case may be, in an amount equal to the principal amount all of the Trust Certificates from time to time outstandingSites, which loans are secured by the Equipment, Equipment and the other Collateral in favor of the Lessor; and (iii) the Lessee will be treated Mortgage and the Security Agreement create liens and security interests in the Collateral in favor of Agent for the benefit of all Participants. Accordingly, and notwithstanding any provision of this Participation Agreement to the contrary, the parties hereto agree and declare that: (i) the transactions contemplated by this Lease are intended to have a dual, rather than single, form, as evidenced by the owner statements set forth in Sections 26.1(a) and (b) above, and (ii) all references in this Participation Agreement to the "lease" of the Equipment Leased Property which fail to reference such dual form do so as a matter of convenience only and will be entitled do not reflect the intent of the parties hereto as to all tax benefits ordinarily available to an owner the true characterization of equipment like such arrangements. Notwithstanding the Equipment for tax purposes. Neverthelessintentions of the parties set forth above, the Lessee acknowledges and agrees that neither the Trust Certificate Purchasers nor none of Agent, any of the Certificate Holders has Participant or their representatives have made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice from its own experts concerning the Operative Agreements Documents as it has deemed deems appropriate. (b) Specifically, without limiting the generality of clause (a) of this Section 8.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lessee.

Nature of Transaction. It is the intent of the parties hereto that: (a) The parties hereto intend that (i) for financial accounting purposes with respect this Lease constitutes an "operating lease" pursuant to the LesseeStatement of Financial Accounting Standards No. 13, the Lessor Trust will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and amended; (iib) for all other purposespurposes of commercial, including federal real estate, bankruptcy and all federal, state and local income tax purposeslaw, state real estate the transaction contemplated by this Lease is a financing arrangement and commercial law shall be treated as the repayment and bankruptcy purposes, (i) security provisions of a loan by the Lessor to the Lessee, and that all payments of Basic Rent during the Lease will Term shall be treated as payments of interest and principal, as the case may be, in respect of such loan; (c) if a bankruptcy court or other court of competent jurisdiction shall at any time determine that the transactions represented by this Lease and the other Operative Documents do not constitute a true leasing transaction, then in any such event, this Lease shall be treated as a financing arrangement, (ii) deed of trust and security agreement, a mortgage and security agreement or other similar instrument granting a lien and security interest, with a power of sale from the Certificate Holders will be deemed lenders making loans Lessee, as mortgagor or grantor, to the Lessee in an amount equal Lessor as mortgagee or grantee, encumbering the Leased Property, to secure the principal amount Lessee's performance under and payment of all amounts at any time due or payable under this Lease and the Trust Certificates from time to time outstandingother Operative Documents, which loans are secured and the payment by the Equipment, and (iii) the Lessee will of Basic Rent shall be treated as payments of interest and the owner payment by the Lessee of any amounts in respect of the Equipment Lease Balance shall be treated as repayments of principal (all such payments being obligatory and will be entitled to all tax benefits ordinarily available to an owner of equipment like the Equipment for tax purposes. Nevertheless, the Lessee acknowledges and agrees that neither the Trust Certificate Purchasers nor any of the Certificate Holders has made any representations or warranties to the Lessee concerning the taxfullest extent permitted by law, accounting or legal characteristics shall have priority over any and all mechanics' liens and other liens and encumbrances arising after each Memorandum of the Operative Agreements and Lease is recorded; PROVIDED, HOWEVER, that the Lessee has obtained maximum amount of unpaid indebtedness secured hereby, exclusive of interest and relied upon its own taxthe Distributions, accounting which may be outstanding at any time shall be $29,250,515 and legal advisers concerning (d) the Operative Agreements as it has deemed appropriate. (b) Specifically, without limiting Mortgages and the generality Assignment of clause (a) of this Section 8.1, the parties hereto intend Lease and agree that Rents shall and hereby do create a lien and security interest in the event of any insolvency or receivership proceedings or a petition under Collateral (as defined in each Mortgage) and this Lease, subject to the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the LesseeExcluded Rights and to exceptions, any Guarantorif any, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lesseeset forth in each such Mortgage.

Nature of Transaction. It is the intent of the parties that the transaction contemplated hereby constitutes an operating lease from Lessor to Lessee under Financial Accounting Standard Board Statement No. 13 for Lessee’s financial reporting and a non-consolidated transaction under Financial Accounting Standard Board Interpretation No. 46R (a“FIN 46R”) or Financial Accounting Standard Board Statement No. 94 (“FASB 94") or related interpretations, as applicable. The parties hereto intend agree that (i) for financial accounting purposes with respect to the Lessee, the Lessor Trust will be treated as the owner Federal and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for all other purposes, including federal and all state and local income tax purposestax, state real estate and bankruptcy, insolvency, conservatorship, receivership, commercial law and bankruptcy purposes, UCC purposes (iincluding the substantive law upon which such bankruptcy, insolvency, conservatorship and receivership proceedings are based) the (a) this Lease will be treated as a financing arrangement, transaction, (iib) the Certificate Holders will be deemed lenders making loans transaction contemplated hereby preserves ownership in the Items of Equipment in Lessee, (c) this Lease grants a Lien in the Items of Equipment and the other Lessee Collateral to the Lessee in an amount equal to the principal amount of the Trust Certificates from time to time outstandingLessor, which loans are secured by the Equipment, and (iiid) the obligations of Lessee to pay deemed principal portion and deemed interest portion of Rent shall be treated as payments of principal and interest, respectively, and (e) Lessee will be treated as the owner of the Items of Equipment and will Lessor shall be entitled treated as having advanced funds to Lessee in the form of a loan secured by a Lien on the Items of Equipment and the other Lessee Collateral. Except as specifically provided for herein, Lessor shall be deemed to have a first priority, perfected security interest in and Lien on the Items of Equipment and the other Lessee Collateral, free and clear of all tax benefits ordinarily available Liens other than Permitted Liens, as security for the obligations of Lessee under the Operative Documents. Except as otherwise provided by law or in connection with a settlement, compromise or adjudication made under the provisions of Section 11.2(c), each of the parties to an owner of equipment like the Equipment for tax purposes. Nevertheless, the Lessee acknowledges and this Lease agrees that neither it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the Trust Certificate Purchasers nor filing of any income tax return, including an amended income tax return, inconsistent with the intention of the Certificate Holders has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that the Lessee has obtained and relied upon its own tax, accounting and legal advisers concerning the Operative Agreements as it has deemed appropriate. (b) Specifically, without limiting the generality of clause (a) of parties expressed in this Section 8.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lessee2.4.

Nature of Transaction. It is the intention of the parties that: (a) The parties hereto intend that the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under Financial Accounting Standards Board Statement No. 13; (ib) for financial accounting purposes with respect to the Lesseeof all federal, the Lessor Trust will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for all other purposes, including federal and all state and local income tax purposesincome, state franchise, transfer and other taxes, and bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship, insolvency and receivership proceedings are based) real estate and law, commercial law and bankruptcy purposes,UCC: (i) the Lease will be treated as Overall Transaction constitutes a financing arrangement, (ii) the Certificate Holders will be deemed lenders making loans to the Lessee in an amount equal to the principal amount of the Trust Certificates from time to time outstanding, which loans are secured by the EquipmentParticipants to Lessee and preserves beneficial ownership in the Subject Property in Lessee, and (iii) the Lessee will be treated as the owner of the Equipment and will be entitled to all tax benefits with respect to the Subject Property ordinarily available to an owner owners of equipment like property similar to the Equipment Subject Property for tax purposespurposes and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) this Lease grants a security interest or a Lien, as the case may be, in the Lessee’s interest in the Leased Property and the other Lessee Collateral in favor of Lessor, and for the benefit of the Participants, to secure Lessee’s payment and performance of its Obligations; and (iii) the Security Instruments create Liens on and security interests in the Subject Property and the other Lessee Collateral and Lessor Collateral in favor of the Collateral Agent for the benefit of all of the Participants to secure Lessee’s and Lessor’s payment and performance of their obligations under the Operative Documents. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 24.1. Nevertheless, the Lessee acknowledges and agrees that neither the Trust Certificate Purchasers nor any none of the Certificate Holders Lessor, the Collateral Agent, Arranger or any Lender has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents or any aspect of the Overall Transaction and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents and the Overall Transaction as it has deemed deems appropriate. (bc) Specifically, but without limiting the generality of clause subsection (a) of this Section 8.124.1, the parties hereto Lessor and the Lessee intend and agree that in for the event purpose of any insolvency or receivership proceedings or a petition under securing the United States bankruptcy laws or any other applicable insolvency laws or statute Lessee’s obligations for the repayment of the United States Obligations, (i) the Lease shall also be deemed to be a security agreement and financing statement within the meaning of America or any State or Commonwealth thereof affecting Article 9 of the Lessee, any Guarantor, Uniform Commercial Code; (ii) the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced conveyance provided for hereby shall be deemed to be a grant by the Operative Agreements shall be regarded as loans made by Lessee to the Certificate Holders as unrelated third party lenders Lessor, for the benefit of the Participants, of a Lien on and security interest in all of the Lessee’s present and future right, title and interest in and to the Leased Property and the Lessee Collateral, including but not limited to the Lessee’s leasehold estate therein and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property to secure such loans, effective on the date hereof, to have and to hold such interests in the Leased Property and the Lessee Collateral unto the Lessor, for the benefit of the Participants; (iii) the possession by the Lessor of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313 of the UCC; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessee shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. The Lessor and the Lessee shall, to the extent consistent with the Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if the Lease were deemed to create a security interest in the Leased Property and the Lessee Collateral in accordance with this Section 24.1(c), such security interest would be deemed to be a perfected security interest in the Leased Property and the Lessee Collateral with priority over all Liens, other than Permitted Liens, under Applicable Laws and will be maintained as such throughout the Term. Lessee hereby authorizes Lessor to file any and all financing statements covering the Leased Property, the Lessee Collateral or any part thereof that Lessor may require.

Nature of Transaction. (a) The parties hereto intend that (i) for financial accounting purposes with respect to It is the Lessee, the Lessor Trust will be treated as the owner and the lessor intent of the Equipment and the Lessee will be treated as the lessee of the Equipment and parties that: (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (ia) the Lease will be treated as a financing arrangement, (ii) the Certificate Holders will be deemed lenders making loans constitutes an operating lease from Lessor to the Lessee in an amount equal to the principal amount for purposes of the Trust Certificates from time to time outstandingLessee's financial reporting, which loans are secured by the Equipment, and (iiib) the Lease and other transactions contemplated will result in the Lessee will be treated being recognized as the owner of the Equipment Properties for Federal and will state income tax and bankruptcy purposes, (c) each Lease Supplement grants to Lessor a Lien on the Lessee's interest in the Property covered thereby, and (d) the obligations of the Lessee to pay Basic Rent and any part of the Property Balance shall be entitled to all treated as payments of interest and principal, respectively, for Federal and state income tax benefits ordinarily available to an owner of equipment like the Equipment for tax and bankruptcy purposes. NeverthelessThe Lessor shall be deemed to have a valid and binding security interest in and Lien on the Lessee's interest in the Properties, free and clear of all Liens other than Permitted Property Liens, as security for the obligations of the Lessee acknowledges and agrees that neither the Trust Certificate Purchasers nor any of the Certificate Holders has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of under the Operative Agreements Documents (it being understood and agreed that the Lessee has obtained does hereby granx x Xxxx, xxd convey, transfer, assign, mortgage and relied upon warrant to Lessor and its own taxsuccessors, accounting transferees and legal advisers concerning assigns, for the benefit of the Lessor and its successors, transferees and assigns, the Properties and any proceeds or products thereof, to have and hold the same as collateral security for the payment and performance of the obligations of the Lessee under the Operative Agreements as Documents), each of the parties hereto agrees that it has deemed appropriatewill not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation or filing of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 25.1. (b) Specifically, without limiting the generality of clause (a) of this Section 8.125.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, Lessor, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders Participant or any collection actions, the Master Lease transactions evidenced by the Operative Agreements Documents shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of Participants to the Lessee.

Nature of Transaction. (a) The parties hereto intend that that, with respect to the Property and the Lease, (i) for financial accounting purposes with respect to the Lessee, (x) the Lease will be treated as an "operating lease" pursuant to Statement of financial Accounting standards (SFAS) No. 13, as amended, (y) the Lessor Trust will be treated as the owner and the lessor of the Equipment Property to which it holds title and the Lessee will be treated as the lessee of the Equipment and Property, (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law purposes and bankruptcy purposes, , (iA) the Lease will be treated as a financing arrangement, , (iiB) the Certificate Holders Note Purchaser and the Liquidity Banks with respect to the Loans and the Lessor with respect to the Lessor Amounts will be deemed to be lenders making loans to the Lessee in an aggregate amount equal to the principal amount of the Trust Certificates from time to time outstandingProperty Cost, which loans are secured secured, inter alia, by the EquipmentProperty, and and (iiiC) the Lessee under the Lease will be treated as the owner of the Equipment Property and will be entitled to all tax benefits ordinarily available to an owner of equipment property like the Equipment such Property for such tax purposes. Nevertheless, and (iii) all risks relating to environmental matters shall be borne by the Lessee acknowledges and agrees that neither in accordance with the Trust Certificate Purchasers nor any provisions of the Certificate Holders has made any representations or warranties to Participation Agreement and the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that the Lessee has obtained and relied upon its own tax, accounting and legal advisers concerning the Operative Agreements as it has deemed appropriateConstruction Agency Agreement. (b) The parties hereto intend that, for federal, state, local and foreign tax and regulatory purposes, the Loans and the Lessor Amounts will be indebtedness of the Lessee secured, inter alia, by the Property and the rights to payment of Rent under the Lease, and agree to the Loans and the Lessor Amounts accordingly for all such purposes. (c) Specifically, without limiting the generality of clause (a) of this Section 8.1the foregoing, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute statutes of the United States of America or any State state or Commonwealth commonwealth thereof affecting the Lessee, Lessee or any Guarantor, other party to the Lessor Trust, the Lessor Trustee or the Certificate Holders Participation Agreement or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as Documents are loans made to the Lessee by the Certificate Holders Lessor (using its own funds as well as funds provided by the Note Purchaser and/or the Liquidity Banks as unrelated third party lenders lenders). (d) The Lessor agrees that it will comply with its obligations set forth in the first sentence of Section 13.5(e) of the LesseeParticipation Agreement.

Nature of Transaction. It is the intention of the parties that notwithstanding any provision of this Agreement to the contrary: (a) The parties hereto intend that the Overall Transaction constitutes an operating lease from Certificate Trustee to the Lessee for purposes of Lessee's financial reporting; (ib) for financial accounting purposes with respect to the Lessee, the Lessor Trust will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for all other purposes, including federal and all state income tax, property tax, bankruptcy including the substantive law upon which bankruptcy proceedings are based) and local income tax Uniform Commercial Code purposes, state real estate and commercial law and bankruptcy purposes,: (i) the Lease will Overall Transaction constitutes a financing by the Participants to the Lessee, and beneficial ownership in the Aircraft shall be deemed to be held by, and the Overall Transaction preserves beneficial ownership in the Aircraft in, the Lessee and the obligations of Lessee to pay the Interest and Yield portions of Basic Rent shall be treated as a financing arrangement,payments of interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) the Certificate Holders will Trustee's holding of any title in the Aircraft shall be deemed lenders making loans to as security for Lessee's obligations under the Lessee Operative Documents, and the Lease grants a security interest or a lien, as the case may be, in an amount equal to the principal amount Aircraft and the other Lease Collateral in favor of the Trust Certificates from time to time outstandingCertificate Trustee, which loans are secured by and for the Equipment, benefit of the Participants; and (iii) the Lessee will be treated as Security Agreement creates liens and security interests in the owner Collateral defined therein for the benefit of all of the Equipment and will be entitled to all tax benefits ordinarily available to an owner of equipment like the Equipment for tax purposesParticipants. Nevertheless, the Lessee and each Financing Party acknowledges and agrees that neither the Trust Certificate Purchasers nor any none of the Certificate Holders such entities has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents or any aspect of the Overall Transaction and that the Lessee each such entity has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents and the Overall Transaction as it has deemed such party deems appropriate. (b) Specifically, without limiting the generality of clause (a) of this Section 8.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lessee.

Nature of Transaction. (a) The It is the intent of the parties hereto intend that that: (i) the transaction contemplated hereby constitutes an operating lease from Lessor to Lessee for purposes of Lessee's financial accounting reporting, (ii) the transaction contemplated hereby preserves ownership in the Sites to Lessee for purposes with respect of Federal and state tax and bankruptcy purposes, (iii) Lessee, pursuant to the LesseeLease, grants a security interest or lien, as the case may be, in the Sites and the other Collateral to Lessor, (iv) for purposes of Federal and state tax and bankruptcy purposes, the Lessor Trust will be treated as the owner and the lessor payment by Lessee of the Equipment and the Lessee will be treated as the lessee portions of the Equipment Basic Rent described in clauses (i) and (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (i) of the Lease will definition thereof shall be treated as a financing arrangement, (ii) payments of interest, and the Certificate Holders will be deemed lenders making loans to the payment by Lessee in an amount equal to the principal amount of the Trust Certificates from time to time outstanding, which loans are secured by the Equipment, and portions of Basic Rent described in clause (iii) of the Lessee will definition thereof and any other amounts in respect of the Lease Balance shall be treated as repayments of principal, and (v) the owner Mortgage and Assignment of Lease create a lien and security interest in the Equipment and will be entitled Collateral, subject to all tax benefits ordinarily available to an owner of equipment like the Equipment for tax purposescertain limited exceptions. Nevertheless, the Lessee acknowledges and agrees that neither none of Lessor, Agent or any Lender has provided or will provide tax, accounting, health care regulatory or legal advice to Lessee regarding the Trust Certificate Purchasers nor any of the Certificate Holders has Overall Transaction or made any representations or warranties to the Lessee concerning the tax, accounting accounting, regulatory or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon its own such tax, accounting accounting, regulatory and legal advisers advice concerning the Operative Agreements Documents as it has deemed deems appropriate. (b) Specifically, without limiting the generality of clause subsection (a) of this Section 8.12.8, but understanding that the parties' characterization is not the sole determinant of the issue, the parties hereto intend and agree that with respect to the nature of the transactions evidenced by the Lease in the event context of the exercise of remedies under the Operative Documents, relating to and arising out of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any Lender or any enforcement or collection actions, the transactions evidenced by the Operative Agreements shall be regarded as Documents are loans made by the Certificate Holders Lenders as unrelated third party lenders of to Lessee secured by the LesseeSites.

Nature of Transaction. It is the intention of the parties that: (a) The parties hereto intend the Overall Transaction constitutes an operating lease for purposes of the Lessee’s financial reporting under GAAP provisions relating to leases including without limitation the Accounting Standards Codification (“ASC”) 840 (including ASC 840-20 and 840-40) and, upon applicability, ASC 842; and (b) for United States federal, state and local income tax, property tax, transfer tax, sales tax, franchise tax, general corporation tax and other similar taxes that may be imposed upon net or gross income, bankruptcy (including the substantive law upon which bankruptcy proceedings are based) and real estate and commercial law purposes: (i) for financial accounting purposes with respect the Overall Transaction constitutes (x) a financing by the Lessor to the Lessee, the Lessor Trust will obligations of the Lessee to pay Basic Rent shall be treated as payments of interest to the owner Lessor and the lessor payment by the Lessee of any amounts in respect of the Equipment and the Lessee will Lease Balance shall be treated as payments of principal to the lessee of the Equipment Lessor, and (iiy) for all a sale of receivables and other purposes, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (i) rights under the Lease will be treated Operative Documents as a financing arrangement,set forth in the Rent Assignment Agreements from the Lessor to the Rent Assignees; (ii) The Lessee will not be entitled to, and shall not avail itself of, any of the Certificate Holders rights or benefits accorded to a lessee under Applicable Laws and Regulations except as expressly permitted under the Lease and the Lessor will be deemed lenders and will have the rights of a lender making secured loans to the Lessee in an amount equal secured by, among other things the Lessee Collateral, a portion of which rights will be deemed sold by the Lessor to the principal amount of the Trust Certificates from time to time outstanding, which loans are secured by the Equipment, Rent Assignees upon payment for their respective Rent Assigned Interests; and (iii) the The Lessee is and will be treated as the owner of the Equipment Site and will be entitled to all tax benefits ordinarily available to an owner the Facility and lessor of equipment like the Equipment for tax purposesSite under the Ground Lease. Nevertheless, the The Lessee acknowledges and agrees that neither none of the Trust Certificate Purchasers nor Agents, the Arranger or any of the Certificate Holders Participants has made made, in any capacity, any representations or warranties to the Lessee concerning the tax, accounting or legal consequences or characteristics of the Operative Agreements Documents or any aspect of the Overall Transaction and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents and the Overall Transaction as it has deemed deems appropriate. (b) Specifically, without limiting provided, that the generality of clause (a) of this Section 8.1, Lessee may rely on the parties hereto intend representations and agree that warranties contained in the event Operative Documents and the legal opinions issued to it in connection therewith and to which it is an addressee. Each Participant acknowledges and agrees that the Lessee has not made any representations or warranties concerning the tax, accounting or legal consequences or characteristics of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws Operative Documents or any other applicable insolvency laws or statute aspect of the United States of America or any State or Commonwealth thereof affecting the LesseeOverall Transaction and that such Person has obtained and relied upon such tax, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by accounting and legal advice concerning the Operative Agreements shall be regarded Documents and the Overall Transaction as loans made by it deems appropriate, provided, that each Participant may rely on the Certificate Holders as unrelated third party lenders of representations and warranties contained in the LesseeOperative Documents and the legal opinions issued in connection therewith.

Nature of Transaction. It is the intention of the parties that: (a) The parties hereto intend that the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee's and Guarantor's financial reporting; (ib) for financial accounting purposes with respect to the Lessee, the Lessor Trust will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for all other purposes, including federal and all state income tax, property tax, bankruptcy (including the substantive law upon which bankruptcy -45- proceedings are based) and local income tax purposes, state real estate and commercial law and bankruptcy Uniform Commercial Code purposes,: (i) the Lease will Overall Transaction constitutes a financing by the Participants to Lessee, and on each Site Acquisition Date beneficial ownership in the Premises shall be deemed to pass directly to and that the Overall Transaction preserves beneficial ownership in the Premises in Lessee, and the obligations of Lessee to pay Basic Rent shall be treated as a financing arrangement,payments of interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) Lessor holds title in the Premises as security for Lessee's and Guarantor's obligations under the Operative Documents, and the Lease grants a security interest or a lien, as the case may be, in the Premises and the other Del Monte Collateral in favor of the Certificate Holders will be deemed lenders making loans to Trustee, and for the Lessee in an amount equal to the principal amount benefit of the Trust Certificates from time to time outstanding, which loans are secured by the Equipment, Participants; and (iii) the Lessee will be treated as Mortgages create liens and security interests in the owner Mortgaged Property defined therein for the benefit of all the Equipment and will be entitled to all tax benefits ordinarily available to an owner of equipment like the Equipment for tax purposesParticipants. Nevertheless, the Lessee acknowledges and agrees that neither the Trust none of Certificate Purchasers nor Trustee, Agent, Arranger, or any of the Certificate Holders Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents or any aspect of the Overall Transaction and that the Lessee has and Guarantor have obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents and the Overall Transaction as it has deemed each deems appropriate. (b) Specifically, without limiting the generality of clause (a) of this Section 8.1, the parties hereto intend . [SIGNATURE PAGES FOLLOW] Amended and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lessee.Restated Master Lease

Nature of Transaction. It is the intent of the parties that the transaction contemplated hereby constitutes an operating lease from Lessor to Lessee under Financial Accounting Standard Board Statement No. 13 for Lessee’s financial reporting and a non-consolidated transaction under Financial Accounting Standard Board Interpretation No. 46R (a“FIN 46R”) or Financial Accounting Standard Board Statement No. 94 (“FASB 94”) or related interpretations, as applicable. The parties hereto intend agree that (i) for financial accounting purposes with respect to the Lessee, the Lessor Trust will be treated as the owner Federal and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for all other purposes, including federal and all state and local income tax purposestax, state real estate and bankruptcy, insolvency, conservatorship, receivership, commercial law and bankruptcy purposes, UCC purposes (iincluding the substantive law upon which such bankruptcy, insolvency, conservatorship and receivership proceedings are based) the (a) this Lease will be treated as a financing arrangement, transaction, (iib) the Certificate Holders will be deemed lenders making loans transaction contemplated hereby preserves ownership in the Items of Equipment in Lessee, (c) this Lease grants a Lien in the Items of Equipment and the other Lessee Collateral to the Lessee in an amount equal to the principal amount of the Trust Certificates from time to time outstandingLessor, which loans are secured by the Equipment, and (iiid) the obligations of Lessee to pay deemed principal portion and deemed interest portion of Rent shall be treated as payments of principal and interest, respectively, and (e) Lessee will be treated as the owner of the Items of Equipment and will Lessor shall be entitled treated as having advanced funds to Lessee in the form of a loan secured by a Lien on the Items of Equipment and the other Lessee Collateral. Except as specifically provided for herein, Lessor shall be deemed to have a first priority, perfected security interest in and Lien on the Items of Equipment and the other Lessee Collateral, free and clear of all tax benefits ordinarily available Liens other than Permitted Liens, as security for the obligations of Lessee under the Operative Documents. Except as otherwise provided by law or in connection with a settlement, compromise or adjudication made under the provisions of Section 11.2(c), each of the parties to an owner of equipment like the Equipment for tax purposes. Nevertheless, the Lessee acknowledges and this Lease agrees that neither it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the Trust Certificate Purchasers nor filing of any income tax return, including an amended income tax return, inconsistent with the intention of the Certificate Holders has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that the Lessee has obtained and relied upon its own tax, accounting and legal advisers concerning the Operative Agreements as it has deemed appropriate. (b) Specifically, without limiting the generality of clause (a) of parties expressed in this Section 8.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lessee2.4.

Nature of Transaction. It is the intention of the parties that: (a) The parties hereto intend that the Overall Transaction constitutes an operating lease from Certificate Trustee to Lessee for purposes of Lessee's financial reporting; (ib) for financial accounting purposes with respect to the Lessee, the Lessor Trust will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for all other purposes, including federal and all state income tax, bankruptcy (including the substantive law upon which bankruptcy proceedings are based), and local income tax purposesreal estate, state real estate and commercial law and bankruptcy UCC purposes,: (i) the Lease will Overall Transaction constitutes a financing by Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, and the obligations of Lessee to pay Basic Rent shall be treated as a financing arrangement,payments of interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; and (ii) the Certificate Holders will be deemed lenders making loans to Deeds together with the Lessee Lease create a Lien in an amount equal to the principal amount Leased Property and the other Lease Collateral in favor of Lessor, and the Deed of Trust creates a lien and a security interest in the Mortgaged Property defined therein in favor of Agent for the benefit of all of the Trust Certificates from time to time outstanding, which loans are secured by the Equipment, and (iii) the Lessee will be treated as the owner of the Equipment and will be entitled to all tax benefits ordinarily available to an owner of equipment like the Equipment for tax purposesParticipants. Nevertheless, the Lessee acknowledges and agrees that neither the Trust none of Certificate Purchasers nor Trustee, Agent, Arranger or any of the Certificate Holders Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics characterization of: (i) the Operative Documents, (ii) the tax treatment for any of Lessee, Certificate Trustee or the Seller thereunder of the Operative Agreements transaction described in the Montpelier Acquisition Agreement, which Montpelier Acquisition Agreement was negotiated by and is the sole responsibility of Lessee and the Seller thereunder, or (iii) any aspect of the Overall Transaction; and that the Lessee has obtained and relied upon such tax, accounting, and legal advice from its own tax, accounting and legal advisers advisors concerning the Operative Agreements Documents and the Overall Transaction as it has deemed deems appropriate. (b) Specifically, without limiting the generality of clause (a) of this Section 8.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lessee.

Nature of Transaction. (a) The parties hereto intend that (i) for financial accounting purposes unless assigned by the Lessor in accordance with respect the terms of the Operative Documents, or Applicable Law otherwise provides, legal title to the Lessee, Property shall remain in the Lessor Trust will be treated as security for the owner and the lessor obligations of the Equipment Lessee hereunder and under the other Operative Documents until the Lessee will be treated as has fulfilled all of its obligations hereunder and under the lessee other Operative Documents. The Lessee hereby grants to the Lessor a continuing Lien and security interest in the Property to secure the payment of all sums due hereunder and under the Equipment and (ii) other Operative Documents. The parties hereto intend that for all other purposesstate, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, , (i) the Lease will be treated as a financing arrangement, arrangement and (ii) the Certificate Holders Lessor and the Purchasers will be deemed lenders making loans to the Lessee in an amount equal to the sum of the Lessor Amounts and the outstanding principal amount of the Trust Certificates from time to time outstandingNotes, which loans amounts are secured by the Equipment, and Properties. The parties hereto covenant to treat the Notes (iiiand interests therein) and the Lessor Amount as indebtedness of the Lessee for U.S. federal, state and local tax purposes and further covenant that they will be treated as not take any action inconsistent with such treatment (unless either (i) required to do so by the owner United States Internal Revenue Service or the equivalent taxing authority of the Equipment any foreign government or any U.S. state or political subdivision thereof (a "Taxation Authority") or (ii) an alternative position of a Taxation Authority is asserted, and will be entitled to all tax benefits ordinarily available to an owner such party reasonably believes, on advice of equipment like the Equipment counsel, that there is a reasonable basis for tax purposessuch asserted position). Nevertheless, the Lessee acknowledges and agrees that neither the Trust Certificate Purchasers Lessor, the Indenture Trustee, the Arranger nor any of the Certificate Holders Purchasers has made provided, or will provide, any representations tax, accounting, or warranties legal advice to the Lessee concerning the tax, accounting or legal characteristics of regarding the Operative Agreements Documents or the transaction contemplated thereby, and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents as it has deemed deems appropriate. (b) Specifically, without limiting the generality of clause (a) of this Section 8.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lessee.

Nature of Transaction. It is the intention of the parties that: (a) The parties hereto intend each Lease constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting under GAAP; and (b) for United States federal, state and local income tax, property tax, transfer tax, sales tax, franchise tax, general corporation tax and other similar taxes that may be imposed upon net or gross income, bankruptcy (including the substantive law upon which bankruptcy proceedings are based), real estate, commercial law and all other purposes: (i) for financial accounting purposes with respect such Leases and the Overall Transaction constitute a financing by the Lessor to the Lessee, the Lessor Trust will obligations of the Lessee to pay Interim Rent and Basic Rent shall be treated as payments of interest to the owner Lessor, and the lessor payment by the Lessee of any amounts in respect of the Equipment and the Lessee will Lease Balance shall be treated as payments of principal to the lessee of the Equipment and (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (i) the Lease will be treated as a financing arrangement,Lessor; (ii) Lessee will not be entitled to, and shall not avail itself of, any of the Certificate Holders rights or benefits accorded to a lessee under Applicable Law except as expressly permitted under the Leases and the Lessor will be deemed lenders and will have the rights of a lender making secured loans to the Lessee in an amount equal to secured by, among other things the principal amount of the Trust Certificates from time to time outstanding, which loans are secured by the Equipment, Lessee Collateral; and (iii) the Lessee is and will be treated as the owner of the Equipment Sites, the Improvements and will be entitled to all tax benefits ordinarily available to an owner of equipment like the Equipment for tax purposesNew Improvements (Fremont 3E). Nevertheless, the Lessee acknowledges and agrees that neither the Trust Certificate Purchasers nor Lessor has not made, in any of the Certificate Holders has made capacity, any representations or warranties to the Lessee concerning the tax, accounting or legal consequences or characteristics of the Operative Agreements Documents or any aspect of the Overall Transaction and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents and the Overall Transaction as it has deemed deems appropriate. (b) Specifically, without limiting provided, that the generality of clause (a) of this Section 8.1, Lessee may rely on the parties hereto intend representations and agree that warranties contained in the event Operative Documents and the legal opinions issued to it in connection therewith and to which it is an addressee. The Lessor acknowledges and agrees that the Lessee has not made any representations or warranties concerning the tax, accounting or legal consequences or characteristics of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws Operative Documents or any other applicable insolvency laws or statute aspect of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, Overall Transaction and that the Lessor Trusthas obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate, provided, that the Lessor Trustee or may rely on the Certificate Holders or any collection actions, the transactions evidenced by representations and warranties contained in the Operative Agreements shall be regarded as loans made by Documents and the Certificate Holders as unrelated third party lenders of the Lesseelegal opinions issued in connection therewith.

Nature of Transaction. It is the intention of the parties that: (a) The parties hereto intend that the Overall Transaction constitute an operating lease from Lessor to Lessees for purposes of Lessees' financial reporting, including under Financial Accounting Standards Board Statement No. 13; (ib) for financial accounting purposes with respect to the Lessee, the Lessor Trust will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for all other purposes, including federal and all state and local income tax purposesincome, state real estate franchise, transfer and commercial other taxes and for purposes of bankruptcy, insolvency, conservatorship and receivership law (including the substantive law upon which bankruptcy, conservatorship and bankruptcy purposes,insolvency and receivership proceedings are based): (i) the Lease will be treated as Overall Transaction constitutes a financing arrangement, (ii) the Certificate Holders will be deemed lenders making loans to the Lessee in an amount equal to the principal amount of the Trust Certificates from time to time outstanding, which loans are secured by the Equipment, and (iii) the Lessee will be treated as the owner of Participants to Lessees and preserves beneficial ownership in the Equipment and in Lessees, Lessees will be entitled to all tax benefits ordinarily available to an owner owners of equipment like property similar to the Equipment for tax purposespurposes and the obligations of Lessees to pay the Interest and Yield components of Basic Rent shall be treated as payments of interest to the Participants and the obligation of Lessees to pay the principal component of Basic Rent shall be treated as payment of principal to the Participants, and the payment by Lessees of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) in order to secure the obligations of Lessees now existing or hereafter arising under any of the Operative Documents, this Lease creates, and each Lessee hereby grants, conveys, assigns, mortgages and transfers a first priority (subject to Permitted Liens) security interest or a lien, as the case may be, in the Equipment and the other Lessee Collateral in favor of Lessor, and for the benefit of the Participants, and each Lessee does hereby irrevocably GRANT, BARGAIN, SELL, ALIEN, REMISE, RELEASE, CONFIRM AND CONVEY to Lessor, and for the benefit of the Participants, a Lien on all right, title and interest of such Lessee in and to the Equipment; and (iii) the Security Documents create Liens and security interests in the Collateral in favor of Collateral Agent for the benefit of all of the Participants to secure Lessees' payment and performance of the Obligations. Nevertheless, the each Lessee acknowledges and agrees that neither the Trust Certificate Purchasers nor none of Trustee, Collateral Agent, Arranger or any of the Certificate Holders Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents or any aspect of the Overall Transaction and that the such Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents and the Overall Transaction as it has deemed deems appropriate. (bc) Specifically, but without limiting the generality of clause subsections (a) and (b) of this Section 8.124.1, the parties hereto Lessor and Lessees further intend and agree that that, for the purpose of securing Lessees' obligations under the Operative Documents, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the UCC; (ii) the conveyance provided for hereby shall be deemed to be a grant by Lessees to Lessor, for the benefit of the Participants, of a lien and security interest in all of Lessees' present and future right, title and interest in and to the Equipment, including but not limited to Lessees' leasehold estate therein and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the event form of any insolvency cash, investments, securities or receivership proceedings or a petition other property to secure such obligations under the United States bankruptcy laws or any other applicable insolvency laws or statute Operative Documents, effective on the date hereof, to have and to hold such interests in the Equipment unto Lessor, for the benefit of the United States Participants; (iii) the possession by Lessor of America notes and such other items of property as constitute instruments, money, negotiable documents or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced chattel paper shall be deemed to be "possession by the Operative Agreements secured party" for purposes of perfecting the security interest pursuant to the UCC; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessees shall be regarded deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. Lessor and Lessees shall, to the extent consistent with this Lease, take such actions and execute, deliver, file and record such other documents, financing statements and other security agreements as loans made by may be necessary to ensure that, if this Lease were deemed to create a security interest in the Certificate Holders Equipment in accordance with this Section, such security interest would be deemed to be a perfected security interest with priority over all Liens other than Permitted Liens, under Applicable Laws and will be maintained as unrelated third party lenders of such throughout the LesseeLease Term.

Nature of Transaction. It is the intention of the parties that: (a) The parties hereto intend that the Overall Transaction (iincluding, without limitation, the transactions and activities during the Interim Term referred to or contemplated by the Construction Agency Agreement), constitutes an operating lease from Lessor to Lessee for purposes of Lessee's and Guarantor's financial reporting, including, without limitation, under Financial Accounting Standards Board Statement No. 13; (b) for financial accounting purposes with respect to the Lessee, the Lessor Trust will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for all other purposes, including federal and all state and local income tax purposesand transfer taxes and for purposes of bankruptcy, state insolvency, conservatorship and receivership law (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based) and real estate and commercial law and bankruptcy Uniform Commercial Code purposes,: (i) the Lease will be treated as Overall Transaction (including, without limitation, the transactions and activities during the Interim Term referred to or contemplated by the Construction Agency Agreement), constitute a financing arrangement, (ii) the Certificate Holders will be deemed lenders making loans to the Lessee in an amount equal to the principal amount of the Trust Certificates from time to time outstanding, which loans are secured by the EquipmentParticipants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, and (iii) the Lessee will be treated as the owner of the Equipment and will be entitled to all tax benefits ordinarily available to an owner owners of equipment like property similar to the Equipment Leased Property for tax purposespurposes (including, without limitation, depreciation) and the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, and the payment by Xxxxxx of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) in order to secure the obligations of Lessee now existing or hereafter arising under any of the Operative Documents, this Lease creates, and Lessee hereby grants, conveys, assigns, mortgages and transfers a security interest or a lien, as the case may be, in the Leased Property and the other Teletech Collateral, and Xxxxxx does hereby irrevocably GRANT, BARGAIN, SELL, ALIEN, REMISE, RELEASE, CONFIRM AND CONVEY to Deed of Trust Trustee, and for the benefit of Xxxxxx and the Participants, a Lien, deed of trust and mortgage on all right, title and interest of Xxxxxx in and to the Leased Property and the Land; and (iii) the Deed of Trust creates Liens and security interests in the Mortgaged Property in favor of Administrative Agent for the benefit of all of the Participants to secure Xxxxxx's payment and performance of the Obligations. Nevertheless, the Lessee Xxxxxx acknowledges and agrees that neither the Trust Certificate Purchasers nor none of Lessor, Administrative Agent, Arranger or any of the Certificate Holders Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents or any aspect of the Overall Transaction and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents and the Overall Transaction as it has deemed deems appropriate; provided, however, none of the Lessor, any Agent, Arranger or any Participant shall treat the Overall Transaction for federal or state tax purposes other than as a financing preserving beneficial ownership in the Leased Property in the Lessee in the manner described in this SECTION 24.1(b). (bc) Specifically, but without limiting the generality of clause SUBSECTION (ab) of this Section 8.1SECTION 24.1, the parties hereto Lessor and Lessee further intend and agree that, with respect to that portion of the Leased Property constituting personal property, for the purpose of securing Lessee's obligations for the repayment of the above-described loans from Lessor and the Participants to Lessee, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code; (ii) the conveyance provided for hereby shall be deemed to be a grant by Lessee to Lessor, for the benefit of the Participants, of a mortgage, lien and security interest in all of Xxxxxx's present and future right, title and interest in and to such portion of the Leased Property, including but not limited to Xxxxxx's leasehold estate therein and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the event form of any insolvency cash, investments, securities or receivership proceedings or a petition under other property to secure such loans, effective on the United States bankruptcy laws or any other applicable insolvency laws or statute date hereof, to have and to hold such interests in the Leased Property unto Lessor, for the benefit of the United States Participants; (iii) the possession by Lessor of America notes and such other items of property as constitute instruments, money, negotiable documents or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced chattel paper shall be deemed to be "possession by the Operative Agreements secured party" for purposes of perfecting the security interest pursuant to Section 4-9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be regarded deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as loans made by may be necessary to ensure that, if this Lease were deemed to create a security interest in the Certificate Holders Leased Property in accordance with this Section, such security interest would be deemed to be a perfected security interest with priority over all Liens other than Permitted Liens, under Applicable Laws and will be maintained as unrelated third party lenders of such throughout the LesseeTerm.

Nature of Transaction. (a) The parties hereto intend that that, with respect to the Property and the Lease, (i) for financial accounting purposes with respect to the Lessee, (x) the Lease will be treated as an “operating lease” pursuant to Statement of financial Accounting standards (SFAS) No. 13, as amended, (y) the Lessor Trust will be treated as the owner and the lessor of the Equipment Property to which it holds title and the Lessee will be treated as the lessee of the Equipment and Property, (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law purposes and bankruptcy purposes, , (iA) the Lease will be treated as a financing arrangement, , and (ii) the Certificate Holders will be deemed lenders making loans to the Lessee in an amount equal to the principal amount of the Trust Certificates from time to time outstanding, which loans are secured by the Equipment, and (iiiB) the Lessee under the Lease will be treated as the owner of the Equipment Property and will be entitled to all tax benefits ordinarily available to an owner of equipment property like the Equipment such Property for such tax purposes. Nevertheless, and (iii) all risks relating to environmental matters shall be borne by the Lessee acknowledges and agrees that neither in accordance with the Trust Certificate Purchasers nor any provisions of the Certificate Holders has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that the Lessee has obtained and relied upon its own tax, accounting and legal advisers concerning the Operative Agreements as it has deemed appropriateParticipation Agreement. (b) The parties hereto intend that, for federal, state, local and foreign tax and regulatory purposes, the Property Balance will be indebtedness of the Lessee secured, inter alia, by the Property and the rights to payment of Rent under the Lease, and agree to so treat the Property Balance accordingly for all such purposes. (c) Specifically, without limiting the generality of clause (a) of this Section 8.1the foregoing, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute statutes of the United States of America or any State state or Commonwealth commonwealth thereof affecting the Lessee, Lessee or any Guarantor, other party to the Lessor Trust, the Lessor Trustee or the Certificate Holders Participation Agreement or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as Documents are loans made to the Lessee by the Certificate Holders Lessor (using its own funds as well as funds provided by the Lender and the Purchasers as unrelated third party lenders lenders). (d) The Lessor agrees that it will comply with its obligations set forth in the first sentence of Section 13.5(e) of the LesseeParticipation Agreement.

Nature of Transaction. It is the intention of the parties that: (a) The parties hereto intend that the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under FASB Statement No. 13; (ib) for financial accounting the purposes with respect to the Lesseeof all federal, the Lessor Trust will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (ii) for all other purposes, including federal and all state and local income tax purposesincome, state franchise, transfer and other taxes; all bankruptcies, insolvencies, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship, insolvency and receivership proceedings are based); and real estate and law, commercial law and bankruptcy Uniform Commercial Code purposes,: (i) the Lease will be treated as Overall Transaction constitutes a financing arrangement, (ii) the Certificate Holders will be deemed lenders making loans to the Lessee in an amount equal to the principal amount of the Trust Certificates from time to time outstanding, which loans are secured by the EquipmentParticipants to Lessee and preserves beneficial ownership in the Subject Property in Lessee, and (iii) the Lessee will be treated as the owner of the Equipment and will be entitled to all tax benefits with respect to the Subject Property ordinarily available to an owner owners of equipment like property similar to the Equipment Subject Property for tax purposes, and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) the Lease grants a security interest or Lien, as the case may be, in the Lessee’s interest in the Leased Property and the other Lessee Collateral, in favor of the Lessor, and for the benefit of the Participants, to secure Lessee’s payment and performance of its Obligations under the Operative Documents; and (iii) the Security Instruments create Liens on and security interests in the Subject Property and the other Lessor Collateral and Lessee Collateral for the benefit of all of the Participants to secure Lessor’s and Lessee’s payment and performance of its obligations under the Operative Documents. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. Nevertheless, the Lessee acknowledges and agrees that neither the Trust Certificate Purchasers nor any none of the Certificate Holders Lessor, the Collateral Agent, Arranger or any Lender has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents or any aspect of the Overall Transaction and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents and the Overall Transaction as it has deemed deems appropriate. (b) . Specifically, without limiting the generality of clause (a) of this Section 8.1the foregoing, the parties hereto intend and agree that in the event of any insolvency insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws laws, or any other applicable insolvency insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any GuarantorLessor, the Lessor Trust, the Lessor Trustee or the Certificate Holders Lenders or any collection actions, the transactions evidenced by the Operative Agreements Documents (including, without limitation, the Lease) shall be regarded as loans made directly to Lessee by the Certificate Holders Participants, in each case as unrelated third party lenders lenders, and that Lessor holds title to the Subject Property for the benefit of the Participants to secure Lessee’s obligations to repay such loans to the Participants and all other amounts due under any of the Operative Documents.

Nature of Transaction. (a) The parties hereto Lessee and Lessor intend that (i) for financial accounting purposes with respect to the Lessee, the Lessor Trust will be treated as the owner transactions evidenced by this Lease and the lessor of Operative Documents constitute operating leases pursuant to FASB 13 for accounting purposes. To the Equipment extent that this Lease and the Operative Documents reflect the lease form alone, they do so for convenience only. For purposes of all income, franchise and other taxes imposed upon or measured by income, Lessee will be treated as and Owner Participant intend that this Lease and the lessee of transaction contemplated by the Equipment and (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (i) the Lease will Operative Documents shall be treated as a financing arrangement, (ii) the Certificate Holders will be deemed lenders making loans loan to the Lessee in an amount equal to the principal amount of the Trust Certificates from time to time outstanding, which loans are secured by the Equipment, and (iii) with Lessee as owner of the Lessee will Equipment, and that all payments to Lessor hereunder of Basic Rent, Termination Value, Net Proceeds of Sale or any deficiency pursuant to Section 17.3 shall be treated as payments of principal and interest, as appropriate. Guarantor and the owner of Owner Participant may only take deductions, credits, allowances and other reporting positions on their respective returns, reports and statements which are consistent with such treatment, unless required to do otherwise by an appropriate taxing authority or pursuant to a clear change in Applicable Law (an "Inconsistent Position"); provided, however, that if (i) an appropriate Governmental Authority or a clear change in Applicable Law requires the Equipment Owner Participant or Guarantor to take an Inconsistent Position, such party shall promptly notify the other party and will be entitled (ii) Owner Participant is required to all tax benefits ordinarily available take an Inconsistent Position (or does so pursuant to an owner of equipment like a notice from the Equipment for tax purposes. NeverthelessGuarantor) other than due to a change in Applicable Law, the Lessee acknowledges and agrees that neither the Trust Certificate Purchasers nor any of the Certificate Holders has made any representations or warranties Owner Participant shall pay to the Lessee concerning Guarantor, or Guarantor shall pay to Owner Participant, as the taxcase may be, accounting such amount or legal characteristics from time to time such amounts, as calculated by Owner Participant in its sole good faith discretion, as will put Owner Participant in the same position on an After-Tax Basis as if all of its taxes referred to in the Operative Agreements and that the Lessee has obtained and relied upon its own tax, accounting and legal advisers concerning the Operative Agreements as it has deemed appropriate. (b) Specifically, without limiting the generality of clause (a) first sentence of this Section 8.1, 18.17 were calculated in accordance with the parties hereto intend and agree that in the event treatment set forth therein. [Remainder of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lesseepage intentionally left blank; signature pages follow.]

Nature of Transaction. It is the intention of the parties that: (a) The parties hereto intend that the Overall Transaction constitutes an operating lease from Agent Lessor to Lessee for purposes of Lessee's financial reporting; (i) for financial accounting purposes with respect to the Lessee, the Lessor Trust will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and (iib) for all other purposes, including federal and all state and local income tax purposesand transfer taxes, state bankruptcy, insolvency and receiverships (including the substantive law upon which bankruptcy, insolvency and receivership proceedings are based), and real estate and law, commercial law and bankruptcy Uniform Commercial Code purposes,: (i) the Lease will Overall Transaction constitutes a financing by the Participants to Lessee and preserves beneficial ownership of the Premises in Lessee, and the obligations of Lessee to pay Basic Rent shall be treated as a financing arrangement,payments of interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; and (ii) the Certificate Holders will be deemed lenders making loans to Lease grants a first-priority mortgage lien and security interest in the Lessee Premises in an amount equal to favor of Agent Lessor, for the principal amount benefit of the Trust Certificates from time to time outstanding, which loans are secured by the Equipment, and (iii) the Lessee will be treated as the owner of the Equipment and will be entitled to all tax benefits ordinarily available to an owner of equipment like the Equipment for tax purposesParticipants. Nevertheless, the Lessee acknowledges and agrees that neither the Trust Certificate Purchasers Agent Lessor nor any of the Certificate Holders Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents or any aspect of the Overall Transaction and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents and the Overall Transaction as it has deemed deems appropriate. (bc) Specifically, without limiting the generality of clause (a) of this Section 8.1b), the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, Agent Lessor or any Guarantor, of the Lessor Trust, the Lessor Trustee or the Certificate Holders Participants or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as Documents are loans made to Lessee by the Certificate Holders Participants in each case as unrelated third party lenders lenders, and Agent Lessor holds a leasehold estate in the Land and title to the Improvements for the benefit of the Participants to secure Lessee's obligations to repay such loans to the Participants and all other amounts due under any of the Operative Documents.

Nature of Transaction. (a) The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, the (A) Lessor Trust will be treated as the sublessor of the Traville Site under the Lease and the owner and the lessor of the Equipment Improvements and the Manufacturing Facility Site and Lessee will be treated as the lessee of the Equipment Manufacturing Facility Site and the sublessee of the Traville Site under the Lease and the lessee of the Improvements, and (B) the Investors will be deemed to have an equity investment in Lessor, and (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate purposes and bankruptcy and commercial law and bankruptcy purposes, , (iA) the Lease will be treated as a financing arrangement, , (iiB) Lessor, the Certificate Holders Investors and the Lenders will be deemed lenders making loans to the Lessee in an amount equal to the sum of the Investor Amounts and the outstanding principal amount of the Trust Certificates from time to time outstandingLoans, which loans are secured by the EquipmentLiquid Collateral to the extent of the Lessor's interest therein and the Properties, and (iiiC) the Lessee will be treated as the owner of the Equipment Properties for tax purposes and will be entitled to all tax benefits ordinarily available to an owner of equipment property like the Equipment Properties for such tax purposes and (D) the obligations of Lessee to pay the Base Rent and any part of the Lease Balance shall be treated as payments of interest and principal, respectively, for Federal and state income tax and bankruptcy and commercial law purposes. Nevertheless, the Lessee each party acknowledges and agrees that neither the Trust Certificate Purchasers nor any of the Certificate Holders no other party has made any representations or warranties to the Lessee any other party concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee each party has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents as it has deemed deems appropriate. (b) Specifically. Lessor shall have a valid and binding security interest in and Lien on the Liquid Collateral and the Properties, without limiting free and clear of all Liens other than Permitted Liens, as security for the generality obligations of clause (a) Lessee under the Operative Documents. Except as otherwise provided by law or in connection with a settlement, compromise or adjudication made under the provisions of Section 9.2(b), each of the parties to this Participation Agreement agrees that it will not, nor will it permit any Affiliate to at any time, directly or indirectly take any action or fail to take any action with respect to the preparation or filing of any income tax or other tax return, including an amended income tax or other tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 8.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lessee3.1.

Nature of Transaction. It is the intent of the parties hereto that: (a) The parties hereto intend that (i) for financial accounting purposes with respect the Lease constitutes an "operating lease" pursuant to the LesseeStatement of Financial Accounting Standards No. 13, the Lessor Trust will be treated as the owner and the lessor of the Equipment and the Lessee will be treated as the lessee of the Equipment and amended; (iib) for all other purposespurposes of commercial, including federal real estate, bankruptcy and all federal, state and local income tax purposeslaw, state real estate and commercial law and bankruptcy purposes, (i) the transactions contemplated by the Lease will are financing arrangements and shall be treated as the repayment and security provisions of a loan by the Lessor to the Lessee, and that all payments of Basic Rent during the Lease Term shall be treated as payments of interest and all payments of Lease Balance (except to the extent constituting accrued Contribution Return) shall be treated as payments of principal, as the case may be, in respect of such loan; (c) if a bankruptcy court or other court of competent jurisdiction shall at any time determine that the transactions represented by the Lease and the other Operative Documents do not constitute true leasing transactions, then in any such event, the Lease shall be treated as a financing arrangement, deed of trust and security agreement, mortgage and security agreement or other similar instrument granting a lien and security interest, with a power of sale from the Lessee, as mortgagor, to Lessor for the benefit of the Issuer and the Credit Bank, as the case may be, as mortgagee, encumbering the related Property, to secure the Lessee's performance under and payment of all amounts at any time due or payable under the Lease and the other Operative Documents, and the payment by the Lessee of Basic Rent shall be treated as payments of interest and the payment by the Lessee of any amounts in respect of the Lease Balance (ii) the Certificate Holders will be deemed lenders making loans except to the Lessee in an amount equal extent constituting accrued Contribution Return) shall be treated as repayments of principal (all such payments being obligatory and to the principal fullest extent permitted by law, shall have priority over any and all mechanics' liens and other liens and encumbrances arising after each Memorandum of Lease is recorded; PROVIDED, HOWEVER, that the maximum amount of the Trust Certificates from time to time outstanding, which loans are unpaid indebtedness secured by the EquipmentLease, and exclusive of interest and the Contribution Return, which may be outstanding at any time shall be $29,250,515), and (iiid) each Mortgage and the Lessee will be treated Assignment of Lease and Rents shall and hereby do create a lien and security interest in the Collateral (as defined in each Mortgage) and the owner Lease, subject to the Excluded Rights and to exceptions, if any, set forth in each such Mortgage. Notwithstanding the foregoing and the provisions of the Equipment SECTION 4.4 and will be entitled to all tax benefits ordinarily available to an owner of equipment like the Equipment for tax purposes. NeverthelessSECTION 7.4 hereof, the Lessee each party hereto acknowledges and agrees that neither none of the Trust Certificate Purchasers Lessee, the Issuer, the Lessor, the Placement Agent, the Credit Bank nor any of the Certificate Holders other Person has made any representations or warranties to the Lessee such party concerning the tax, financial, accounting or legal characteristics or treatment of the Operative Agreements Documents and that the Lessee each party has obtained and relied solely upon the advice of its own tax, accounting and legal advisers advisors concerning the Operative Agreements as it has deemed appropriate. (b) SpecificallyDocuments and the accounting, without limiting the generality of clause (a) of this Section 8.1tax, the parties hereto intend financial and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute legal consequences of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lesseecontemplated therein.

Nature of Transaction. (a) The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, (A) the Lessor Trust will be treated as the owner and the lessor of the Equipment Facility and the Lessee will be treated as the lessee of the Equipment Facility under the Lease, and (B) the Investors will be deemed to have an equity investment in the Lessor, and (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate purposes and bankruptcy and commercial law and bankruptcy purposes, , (iA) the Lease will be treated as a financing arrangement, , (iiB) the Certificate Holders Lessor, the Investors and the Lenders will be deemed lenders making loans to the Lessee in an amount equal to the sum of the Investor Amounts and the outstanding principal amount of the Trust Certificates from time to time outstandingLoans, which deemed loans are secured by the EquipmentFacility, and (iiiC) the Lessee will be treated as the owner of the Equipment Facility for tax purposes and will be entitled to all tax benefits ordinarily available to an owner of equipment like property such as the Equipment Facility for such tax purposes and (D) the obligations of the Lessee to pay the Base Rent and any part of the Lease Balance shall be treated as payments of interest and principal, respectively, for federal and state income tax and bankruptcy and commercial law purposes. Nevertheless, the Lessee each party acknowledges and agrees that neither the Trust Certificate Purchasers nor any of the Certificate Holders no other party has made any representations or warranties to the Lessee any other party concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee each party has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents as it has deemed deems appropriate. (b) Specifically. The Lessor shall have a valid and binding security interest in and Lien on the Facility, without limiting free and clear of all Liens other than Permitted Liens, as security for the generality obligations of clause (a) the Lessee under the Operative Documents. Except as otherwise provided by law or in connection with a settlement, compromise or adjudication made under the provisions of Section 9.2(b), each of the parties to this Participation Agreement agrees that it will not, nor will it permit any Affiliate to at any time, directly or indirectly take any action or fail to take any action with respect to the preparation or filing of any income tax or other tax return, including an amended income tax or other tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 8.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lessee3.1.

Nature of Transaction. (a) The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, the (A) Lessor Trust will be treated as the sublessor of the Land under the Lease and the owner and the lessor of the Equipment Improvements and the Lessee will be treated as the sublessee of the Land under the Lease and the lessee of the Equipment Improvements, and (B) the Investors will be deemed to have an equity investment in the Ground Lessee and the Lessor, and (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law purposes and bankruptcy purposes, , (iA) the Lease will be treated as a financing arrangement, , (iiB) Lessor, the Certificate Holders Investors and the Lenders will be deemed lenders making loans to the Lessee in an amount equal to the sum of the Investor Amounts and the outstanding principal amount of the Trust Certificates from time to time outstandingLoans, which loans are secured by the EquipmentProperties, and (iiiC) the Lessee will be treated as the owner of the Equipment Properties for tax purposes and will be entitled to all tax benefits ordinarily available to an owner of equipment property like the Equipment Properties for such tax purposes and (D) the obligations of Lessee to pay the Base Rent and any part of the Lease Balance shall be treated as payments of interest and principal, respectively, for Federal and state income tax and bankruptcy purposes. Nevertheless, the Lessee each party acknowledges and agrees that neither the Trust Certificate Purchasers nor any of the Certificate Holders no other party has made any representations or warranties to the Lessee any other party concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee each party has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents as it has deems appropriate. Lessor shall be deemed appropriate. (b) Specificallyto have a valid and binding security interest in and Lien on the Properties, without limiting free and clear of all Liens other than Permitted Liens, as security for the generality obligations of clause (a) Lessee under the Operative Documents. Except as otherwise provided by law or in connection with a settlement, compromise or adjudication made under the provisions of Section 9.2(b), each of the parties to this Participation Agreement agrees that it will not, nor will it permit any Affiliate to at any time, directly or indirectly take any action or fail to take any action with respect to the preparation or filing of any income tax or other tax return, including an amended income tax or other tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 8.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, any Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders or any collection actions, the transactions evidenced by the Operative Agreements shall be regarded as loans made by the Certificate Holders as unrelated third party lenders of the Lessee3.1.

Nature of Transaction. (a) The parties hereto intend that (i) for financial accounting purposes unless assigned by the Lessor in accordance with respect the terms of the Operative Documents, or Applicable Law otherwise provides, legal title to the Lessee, Property shall remain in the Lessor Trust will be treated as security for the owner and the lessor obligations of the Equipment Lessee hereunder and under the other Operative Documents until the Lessee will be treated as has fulfilled all of its obligations hereunder and under the lessee other Operative Documents. The Lessee hereby grants to the Lessor a continuing Lien and security interest in the Property to secure the payment of all sums due hereunder and under the Equipment and (ii) other Operative Documents. The parties hereto intend that for all other purposesstate, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, , (i) the Lease will be treated as a financing arrangement, arrangement and (ii) the Certificate Holders Lessor and the Purchasers will be deemed lenders making loans to the Lessee in an amount equal to the sum of the Lessor Amounts and the outstanding principal amount of the Trust Certificates from time to time outstandingNotes, which loans amounts are secured by the Equipment, and Properties. The parties hereto covenant to treat the Notes (iiiand interests therein) and the Lessor Amount as indebtedness of the Lessee for U.S. federal, state and local tax purposes and further covenant that they will be treated as not take any action inconsistent with such treatment (unless either (i) required to do so by the owner United States Internal Revenue Service or the equivalent taxing authority of the Equipment any foreign government or any U.S. state or political subdivision thereof (a "Taxation Authority") or (ii) an alternative position of a Taxation Authority is asserted, and will be entitled to all tax benefits ordinarily available to an owner such party reasonably believes, on advice of equipment like the Equipment counsel, that there is a reasonable basis for tax purposessuch asserted position). Nevertheless, the Lessee acknowledges and agrees that neither the Trust Certificate Purchasers Lessor, the Indenture Trustee, the Arranger nor any of the Certificate Holders Purchasers has made provided, or will provide, any representations tax, accounting, or warranties legal advice to the Lessee concerning the tax, accounting or legal characteristics of regarding the Operative Agreements Documents or the transaction contemplated thereby, and that the Lessee has obtained and relied upon its own such tax, accounting and legal advisers advice concerning the Operative Agreements Documents as it has deemed deems appropriate. (b) Specifically, without limiting the generality of clause (a) of this Section 8.12, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State state or Commonwealth commonwealth thereof affecting the Lessee, any the Lessee Guarantor, the Lessor Trust, the Lessor Trustee or the Certificate Holders Purchasers or any collection actions, the transactions evidenced by the Operative Agreements Documents shall be regarded as loans made by the Certificate Holders Lessor and the Purchasers as unrelated third party lenders of the Lessee. The parties hereto covenant and agree that (except to the extent provided for in section 2(a) above) they will not take any action or advocate any position contrary to the intentions set forth in this Section 2. (c) It is the intent of the parties hereto that this Lease Supplement grants a security interest in and deed of trust lien, as the case may be, on the Subject Property to the Deed of Trust Trustee for the benefit of the Lessor and the Purchasers, and their successors and assigns (including, without limitation, the Indenture Trustee and the RVI Provider) to secure the Lessee's performance under and payment of all amounts under the Lease and the other Operative Documents (the "Subject Obligations").