Common use of Nature of Transaction Clause in Contracts

Nature of Transaction. It is the intention of the parties that: (a) for all purposes, including GAAP, federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), real estate and commercial law and UCC purposes: (i) the Overall Transaction constitutes a secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral available to the owner of the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease and pays in full the Lease Balance and all other outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates a security interest or a lien, as the case may be, in the Leased Property and the other Collateral in favor of the Lessor, and for the benefit of the Participants, to secure Lessee’s payment and performance of the Obligations. 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, without limiting the foregoing agreement, each of the parties hereto acknowledges and agrees that none of the Lessee, the Participants, the Administrative Agent or Arranger has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party deems appropriate. (b) Specifically, without limiting the generality of clause (a), the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, and that Lessor holds a fee interest in and title to the Leased Property to secure Lessee’s obligations to repay such financing to the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased Property.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for all purposespurposes of Lessee's financial reporting, including GAAPincluding, without limitation, under Financial Accounting Standards Board Statement No. 13; (b) for purposes of federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), real estate and commercial law and UCC ) purposes: (i) the Overall Transaction (including the transactions and activities prior to the Base Term Commencement Date referred to or contemplated in the Project Supervisory Agreement) constitutes a secured lending transaction financing by the Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral ordinarily available to the owner owners of property similar to the Leased Property for tax purposes, purposes and the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, and the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease and pays in full the Lease Balance and all other outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; andParticipants; (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the this Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates provides for a security interest or a lienLien, as the case may be, in the Lessee's interest in the Leased Property and the other Collateral Collateral, in favor of the Lessor, and for the benefit of the Participants, to secure Lessee’s 's payment and performance of the Obligations. Each ; and (iii) the Security Instruments create Liens on and security interests in the Collateral in favor 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 Administrative Agent for the preparation, filing or audit benefit 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 all of the parties expressed in this Section 5.1Participants to secure Lessor's payment and performance of its obligations under the Operative Documents. Nevertheless, without limiting the foregoing agreement, each of the parties hereto Lessee acknowledges and agrees that none of the Lessee, the ParticipantsLessor, the Administrative Agent Agent, Arranger or Arranger any Participant has made any representations or warranties to it concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. (bc) Specifically, but without limiting the generality of clause subsection (a)) of this Section 24.1, the parties hereto Lessor and the Lessee intend and agree that in for the event purpose of any insolvency, conservatorship or receivership proceedings or matters or a petition under securing the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership 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 Lessee, Article 9 of the Guarantors or any Participant or any collection actions, Uniform Commercial Code; (ii) the transactions evidenced conveyance provided for hereby shall be deemed to be a grant by the Operative Documents (includingLessee to the Lessor, without limitation, for the Lease) constitute a financing made directly to Lessee by benefit of the Participants, as unrelated third party lendersof a Lien (including the Deed of Trust) on and security interest in all of the Lessee's present and future right, title and that Lessor holds a fee interest in and title to the Leased Property Property, 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 Lessee’s obligations such loans, effective on the date hereof, to repay have and to hold such financing interests in the Leased Property and the other Collateral unto the Lessor, for the benefit of the Participants; (iii) to the Participants extent permitted by Applicable Law, the possession by the Lessor of notes and all such other amounts due under any 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 9-305 of the Operative Documents Uniform Commercial Code; and that Lessee retains (iv) to the beneficial ownership extent permitted by Applicable Law, 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 PropertyProperty and the other Collateral in accordance with this Section, such security interest would be deemed to be a perfected security interest in the Leased Property with priority over all Liens, other than Permitted Liens, under Applicable Laws and will be maintained as such throughout the Term.

Nature of Transaction. It is the intention of the parties that: (a) for all purposes, including GAAP, federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), real estate and commercial law and UCC purposes: (i) the Overall Transaction constitutes a secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral available to the owner of the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease and pays in full the Lease Balance and all other amounts outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates a security interest or a lien, as the case may be, in the Leased Property and the other Collateral in favor of the LessorAdministrative Agent, and for the benefit of the Participants, to secure Lessee’s payment and performance of the Obligations; and (iii) the Security Instruments create Liens on and security interests in the Leased Property and the other Collateral, granted by Lessor or Lessee, as applicable, in favor of the Administrative Agent for the benefit of all of the Participants to secure Lessor’s and Lessee’s payment and performance of their respective obligations under the Lease, the Loan Agreement, the Notes and other applicable 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, without limiting the foregoing agreement, each of the parties hereto acknowledges and agrees that none of the Lessee, the Participants, the Administrative Agent or Arranger has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party deems appropriate. (b) Specifically, without limiting the generality of clause (a), the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, and that Lessor holds a fee interest in and title to the Leased Property to secure Lessee’s obligations to repay such financing to the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased Property.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee's financial reporting; (b) for all purposesother purposes including federal, including GAAP, federal and all state and local income and tax, property tax, transfer taxestax, bankruptcy, insolvency, conservatorships and receiverships bankruptcy (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership bankruptcy proceedings are based), regulatory and real estate and estate, commercial law and UCC purposes: (i) the Overall Transaction constitutes a secured lending transaction financing by the Participants to Lessee and Lessee, the Overall Transaction preserves beneficial ownership in the Leased Property Units in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral available to the owner of the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest interest, yield and/or principal to the Participants, and the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, Participants; (ii) Lessor is the owner of record and holds title in the event Lessee purchases the Leased Acquired Property pursuant to the terms of the Lease and pays in full the Lease Balance and all other outstanding amounts owing by Lessee as security for Lessee's obligations under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under and the Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates grants a security interest or a lien, as the case may be, in the Leased Property Units and the other Lessee Collateral in favor of the Lessor, and for the benefit of the Participants, to secure Lessee’s payment ; and (iii) the Assignment of Lease and performance Rent creates Liens and security interests in the Lessor Collateral for the benefit of all of the Obligations. 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 5.1Participants. Nevertheless, without limiting the foregoing agreement, each of the parties hereto Lessee acknowledges and agrees that none of the LesseeCertificate Trustee, the ParticipantsAgent, the Administrative Agent Arranger, or Arranger any Participant has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. (b) Specifically, without limiting the generality of clause (a), the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, and that Lessor holds a fee interest in and title to the Leased Property to secure Lessee’s obligations to repay such financing to the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased Property.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Agent Lessor to Lessee for purposes of Lessee's financial reporting, including, without limitation, under Financial Accounting Standards Board Statement No. 13; (b) for all other purposes, including GAAP, federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based, including FIRREA), and real estate and law, commercial law and UCC Uniform Commercial Code purposes: (i) the Overall Transaction (including, without limitation, the transactions and activities during the Construction Period referred to or contemplated by the Construction Agency Agreement, subject to the limitations in Article XIII of the Participation Agreement) constitutes a secured lending transaction financing by the Participants to Lessee and preserves beneficial ownership in the Leased Property Premises in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect ordinarily available to owners of property similar to the Leased Property and other Collateral available to the owner of the Leased Property Premises for tax purposes, purposes and the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, and the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease and pays in full the Lease Balance and all other outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the LesseeParticipants; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the Lease or any of the other Operative Documents, the Leasethis Lease creates, together with the other Security Instrumentsand Lessee hereby grants, creates conveys, assigns, mortgages and transfers a first priority security interest or a lien, as the case may be, in the Leased Property Premises and the other Collateral in favor of the Agent Lessor, and for the benefit of the Participants, and Lessee does hereby irrevocably GRANT, BARGAIN, SELL, ALIENATE, REMISE, RELEASE, CONFIRM AND CONVEY to secure Lessee’s payment Agent Lessor, and performance for the benefit of the Obligations. Each Participants, a Lien, deed of the parties hereto agrees that it will nottrust and mortgage on all right, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect title and interest of Lessee in and 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 5.1Premises. Nevertheless, without limiting the foregoing agreement, each of the parties hereto Lessee acknowledges and agrees that none of the Lessee, the Participants, the Administrative Agent Lessor or Arranger any Participant has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. (bc) Specifically, but without limiting the generality of clause subsection (a)b) of this Section 24.1, the parties hereto Agent Lessor and Lessee further intend and agree that, with respect to that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute portion of the United States Premises constituting personal property, for the purpose of America or any State or Commonwealth thereof affecting securing Lessee's obligations for the repayment of the above-described loans from Agent Lessor and the Participants to Lessee, (i) this Lease shall also be deemed to be a security agreement and financing statement within the Guarantors or any Participant or any collection actionsmeaning of Article 9 of the Uniform Commercial Code; (ii) the conveyance provided for hereby shall be deemed to be a grant by Lessee to Agent Lessor, for the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by benefit of the Participants, as unrelated third party lendersof a mortgage lien and security interest in all of Lessee's present and future right, title and that Lessor holds a fee interest in and title to such portion of the Premises, including but not limited to 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 Premises unto Agent Lessor, for the benefit of the Participants; (iii) the possession by Agent 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 9-305 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 deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. Agent Lessor and Lessee shall, to the Leased Property 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 may be necessary to secure Lessee’s obligations ensure that, if this Lease were deemed to repay create a security interest in the Premises in accordance with this Section, such financing 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 such throughout the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased PropertyTerm.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes a development of the Facility undertaken by Lessor as the holder of the leasehold interest in the Site and performed on behalf of Lessor by Construction Agent, as agent for Lessor, followed by a lease from Lessor to Lessee of the Leased Property for purposes of Lessee’s financial reporting, including under Accounting Standards Codification (ASC) 842; (b) for all other purposes, including GAAP, federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), real estate and commercial law and UCC purposes: (i) the Overall Transaction (including the transactions and activities prior to the Base Term Commencement Date referred to or contemplated by the Construction Agency Agreement) constitutes a secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), ) and Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral (including for greater clarity, depreciation) ordinarily available to the owner owners of property similar to the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease or the Construction Agency Agreement and pays in full the Lease Balance and all other amounts outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates a security interest or a lien, as the case may be, in the Leased Property and the other Collateral in favor of the Lessor, and for the benefit of the Participants, to secure Lessee’s payment and performance of the Obligations. Each Table 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. Contents Nevertheless, without limiting the foregoing agreement, each of the parties hereto Xxxxxx acknowledges and agrees that none of the Lessee, the Participants, the Administrative Agent or the Arranger has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party Xxxxxx has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. Original Issue Discount Legend. THE AMOUNTS REPRESENTING ADVANCES FOR UNITED STATES FEDERAL INCOME TAX PURPOSES AS PART OF THE OVERALL TRANSACTION WILL BE TREATED AS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE CODE) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF SUCH SECURED OBLIGATIONS MAY BE OBTAINED BY WRITING TO THE TREASURER OF GUARANTOR AT ITS ADDRESS REFERRED TO IN SCHEDULE III HERETO. (b) Specifically, without limiting the generality of clause (a), the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, and that Lessor holds a fee interest in and title to the Leased Property to secure Lessee’s obligations to repay such financing to the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased Property.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for all purposes, including GAAP, purposes of Lessee's and Guarantor's financial reporting; (b) for federal and all state and local income and transfer taxestax, bankruptcyproperty tax, insolvency, conservatorships and receiverships bankruptcy (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership bankruptcy proceedings are based), ) and real estate and commercial law and UCC Uniform Commercial Code purposes: (i) the Overall Transaction constitutes a secured lending transaction financing by the Participants to Lessee Lessee, and on each Site Acquisition Date beneficial ownership in the Premises shall be deemed to pass directly to and the Overall Transaction preserves beneficial ownership in the Leased Property Premises in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral available to the owner of the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, and the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, Participants; (ii) Lessor holds title in the event Lessee purchases the Leased Property pursuant to the terms of the Lease Premises as security for Lessee's and pays in full the Lease Balance and all other outstanding amounts owing by Lessee Guarantor's obligations under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under and the Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates grants a security interest or a lien, as the case may be, in the Leased Property Premises and the other Del Monte Collateral in favor of the LessorCertificate Trustee, and for the benefit of the Participants, to secure Lessee’s payment ; and (iii) the Mortgages create liens and performance security interests in the Mortgaged Property defined therein for the benefit of all of the Obligations. 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 5.1Participants. Nevertheless, without limiting the foregoing agreement, each of the parties hereto Lessee and Guarantor acknowledges and agrees that none of the LesseeCertificate Trustee, the ParticipantsAgent, the Administrative Agent Arranger, or Arranger any Participant has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party has Lessee and Guarantor have obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party each deems appropriate. (b) Specifically, without limiting the generality of clause (a), the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, and that Lessor holds a fee interest in and title to the Leased Property to secure Lessee’s obligations to repay such financing to the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased Property.

Nature of Transaction. (a) It is the intention intent of the parties that: (a) hereto that for all purposesstate, including GAAPreal estate, federal commercial law, bankruptcy and all federal, state and local income tax purposes, and transfer taxesnot for financial accounting purposes, bankruptcy, insolvency, conservatorships the transaction contemplated hereby is a financing arrangement and receiverships preserves ownership in the Property in the Lessee. (including b) It is the substantive law upon which bankruptcy, conservatorship intent of the parties hereto and insolvency and receivership proceedings are based), real estate and commercial law and UCC purposes: the parties hereby agree that (i) the Overall Transaction constitutes a secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral available to the owner obligations of the Leased Property for tax purposes, the obligations of Lessee under this Master Lease to pay Basic Rent and Supplemental Rent or Lease Balance in connection with any purchase of the Property pursuant to this Master Lease shall be treated as payments of interest on and principal of, respectively, loans from the Lessor and the Lenders to the ParticipantsLessee, the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease and pays in full the Lease Balance and all other outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under this Master Lease and the Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates Supplement grant a security interest and mortgage or a deed of trust or lien, as the case may be, in on the Leased Property to the Lessor to secure the Lessee's performance under and payment of all amounts under this Master Lease and the other Collateral in favor Operative Documents, including all amounts advanced by the Participants for the payment of Property Improvement Costs (corresponding to the value of the Lessor, and for Property as indicated on the benefit Appraisal of the Participants, to secure Lessee’s payment Master Lease Property delivered on the Acquisition Date) under the Participation Agreement and performance of the Obligations. 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, without limiting the foregoing agreement, each of the parties hereto acknowledges and agrees that none of the Lessee, the Participants, the Administrative Agent or Arranger has made any representations or warranties concerning the tax, accounting or legal characteristics of all other amounts payable under the Operative Documents or any aspect of the Overall Transaction and that such party has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party deems appropriatein connection therewith. (bc) Specifically, without limiting the generality of clause (a), the parties hereto Lessor and the Lessee intend and agree that with respect to the nature of the transactions evidenced by this Master Lease in the event context of the exercise of remedies under the Operative Documents, including, without limitation, in the case of any insolvency, conservatorship insolvency or receivership proceedings or matters or a petition under the United States bankruptcy laws, laws or any other applicable insolvency, conservatorship or receivership insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, the Guarantors Lessor or any Participant Lender or any enforcement or collection actions, the transactions evidenced by this Master Lease are loans to the Operative Documents (including, without limitation, the Lease) constitute a financing Lessee made directly to Lessee by the ParticipantsLessor and the Lenders (through the Lessor), in each case as unrelated third party lenderslenders to the Lessee, secured by the Lessee Interest. Accordingly, and that Lessor holds notwithstanding anything contained herein or in any other Operative Document to the contrary, the Lessee hereby mortgages and warrants and grants a fee security interest in and title the Lessee Interest to the Leased Property Lessor to secure Lessee’s obligations to repay such financing all Loans and Equity Amounts advanced by the Participants for the construction of Improvements on the Land (corresponding to the Participants value of the Improvements as indicated on the Appraisal of the Improvements delivered on the Documentation Date), in the maximum principal amount of Sixty-Five Million Dollars ($65,000,000), maturing on the Maturity Date for the Property, as such maturity date may be extended in accordance with the provisions of this Master Lease or the other Operative Documents, together with interest thereon, and all other amounts due payable under any of the Operative Documents in connection therewith, effective on the date hereof. (d) Specifically, but without limiting the generality of clause (a), the Lessor and that the Lessee retains further intend and agree that, for the beneficial ownership purpose of securing the Lessee's obligations for the repayment of the Leased Propertyabove-described loans from the Lessor and the Lenders to the Lessee, (i) this Master Lease and the Lease Supplement(s) are security agreements and financing statements within the meaning of Article 9 of the Uniform Commercial Code and real property mortgages or deeds of trust; (ii) the conveyance provided for in this Article XXV and in the Lease Supplement(s) is a grant by the Lessee to the Lessor of a security interest in all of the Lessee's right, title and interest in and to the Lessee Interest and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property (it being understood that the Lessee hereby mortgages and warrants and grants a security interest in the Lessee Interest to the Lessor to secure all Loans and Equity Amounts advanced by the Participants for the construction of the Improvements (not to exceed the amount set forth in Section 25.1(c)), together with interest thereon, and all other amounts payable under the Operative Documents in connection therewith); (iii) the possession by the Lessor or any of its agents 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 9-305 of the Uniform Commercial Code; and (iv) to the extent required by the applicable Uniform Commercial Code, 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 Law. The Lessor and the Lessee shall, to the extent consistent with this Master Lease and the other Operative Documents, 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 this Master Lease and the Lease Supplement(s) were Master Lease deemed to create security interests in the Improvements in accordance with this Section, such security interests would be perfected security interests of first priority under Applicable Law and will be maintained as such throughout the Term.

Nature of Transaction. It is the intention of the parties that: : (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under Accounting Standards Codification (ASC) 842; (b) for all other purposes, including GAAP, federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), real estate and commercial law and UCC purposes: : (i) the Overall Transaction (including, without limitation, the transactions and activities prior to the Base Term Commencement Date referred to or contemplated by the Construction Agency Agreement) constitutes a secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral ordinarily available to the owner owners of property similar to the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of hereof or the Lease Construction Agency Agreement and pays in full the Lease Balance and all other amounts outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the secured lending obligations of Lessee now existing or hereafter arising under the this Lease or any of the other Operative Documents, the this Lease, together with the other Security Instruments, grants security title to and creates a first priority security interest or a lienlien in the Site, as the case may be, in the Leased Property and the other Collateral in favor of the Lessor, Administrative Agent and for the benefit of the Participants, Participants to secure Lessee’s payment and performance of the Obligations. Each ; and (iii) the Security Instruments grant security title to, and create Liens and security interests in the Collateral granted by Lessor or Lessee, as applicable, in favor of the parties hereto agrees that it will not, nor will it permit any Affiliate Administrative Agent for the benefit of all the Participants 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 secure Lessee’s and Lessor’s payment and performance of the parties expressed in this Section 5.1obligations under the Lease, the Rent Assignment Agreement and other applicable Operative Documents. ‑39‑ Nevertheless, without limiting the foregoing agreement, each of the parties hereto Lessee acknowledges and agrees that none of the Lessee, the ParticipantsLessor, the Administrative Agent Agent, any Participant or the Arranger has have made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. (b) Specifically, without limiting the generality of clause (a), the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, and that Lessor holds a fee interest in and title to the Leased Property to secure Lessee’s obligations to repay such financing to the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased Property.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under Accounting Standards Codification (ASC) 842; (b) for all other purposes, including GAAP, federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), real estate and commercial law and UCC purposes: (i) the Overall Transaction (including, without limitation, the transactions and activities prior to the Base Term Commencement Date referred to or contemplated by the Construction Agency Agreement) constitutes a secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral ordinarily available to the owner owners of property similar to the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of hereof or the Lease Construction Agency Agreement and pays in full the Lease Balance and all other amounts outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and; (ii) in order to secure the secured lending obligations of Lessee now existing or hereafter arising under the this Lease or any of the other Operative Documents, the this Lease, together with the other Security Instruments, grants security title to and creates a first priority security interest or a lienlien in the Site, as the case may be, in the Leased Property and the other Collateral in favor of the Lessor, Administrative Agent and for the benefit of the Participants, Participants to secure Lessee’s payment and performance of the Obligations. Each ; and (iii) the Security Instruments grant security title to, and create Liens and security interests in the Collateral granted by Lessor or Lessee, as applicable, in favor of the parties hereto agrees that it will not, nor will it permit any Affiliate Administrative Agent for the benefit of all the Participants 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 secure Lessee’s and Lessor’s payment and performance of the parties expressed in this Section 5.1obligations under the Lease, the Rent Assignment Agreement and other applicable Operative Documents. Nevertheless, without limiting the foregoing agreement, each of the parties hereto Lessee acknowledges and agrees that none of the Lessee, the ParticipantsLessor, the Administrative Agent Agent, any Participant or the Arranger has have made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. (bc) Specifically, but without limiting the generality of clause subsection (a)b) of this Section 24.1 or Section 16.4, the parties hereto Lessor and Lessee further intend and agree that in for the event purpose of any insolvency, conservatorship or receivership proceedings or matters or a petition under securing Lessee’s obligations for the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute 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 LesseeArticle 9 of the UCC; (ii) the conveyance provided for hereby shall be deemed to be a grant by Lessee to Lessor, for the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by benefit of the Participants, as unrelated third party lendersof a Lien on and security interest in all of Lessee’s present and future right, title and that Lessor holds a fee interest in and title to the Site, the Leased Property and the other Collateral, including but not limited to 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 Lessee’s obligations such loans, effective on the date hereof, to repay have and to hold such financing interests in the Site, the Leased Property and the other Collateral unto Lessor, for the benefit of the Participants; (iii) the possession by 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 9-305 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 Lessee shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. Lessor and Lessee shall, to the Participants extent consistent with the Lease, take such actions and all execute, deliver, file and record such other amounts due under any documents, financing statements, mortgages, deeds to secure debt and deeds of trust as may be necessary to ensure that, if the Operative Documents Lease were deemed to grant security title to and that Lessee retains create a security interest in the beneficial ownership of Site, the Leased PropertyProperty and the other Collateral in accordance with this Section, such security title and security interest would be deemed to be a perfected security title and security interest in the Site, the Leased Property and the other Collateral with priority over all Liens, other than Permitted Liens, under Applicable Laws and will be maintained as such throughout the Term.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes a capital lease from Trustee to Lessees for all purposes, including purposes of Lessees’ financial reporting treatment under GAAP, ; (b) for purposes of federal and all state and local income income, transfer, franchise and transfer other taxes, and for purposes of bankruptcy, insolvency, conservatorships conservatorship and receiverships receivership law (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), real estate and UCC and state commercial law and UCC purposes: (i) the Overall Transaction constitutes a secured lending transaction financing by the Participants Lenders to Lessee Lessees and preserves beneficial ownership in the Leased Property Equipment in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee Lessees; (and not the Lessor, the Administrative Agent or the other Participantsii) will be entitled to all tax benefits with respect to the Leased Property and other Collateral available to the owner of the Leased Property for tax purposes, the obligations of Lessee Lessees to pay the interest component of Basic Rent shall be treated as payments of interest to the ParticipantsLenders, the interest component of Basic Rent due and payable to Lessor shall equal all Interest due and payable to the Lenders, the obligations of Lessees to pay the principal component of Basic Rent shall be treated as payments of principal to the Lenders, and the payment by Lessee Lessees of any other amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of Lenders; (iii) the Lease and pays in full the Lease Balance and all other outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates grants a security interest or a lienLien, as the case may be, in the Leased Property Equipment and the other Lessee Collateral in favor of Trustee (which holds title to the LessorEquipment solely as security for the performance of Lessees’ payment and performance of the Obligations); and (iv) the Loan Agreement grants a security interest or Lien, as the case may be, in the Equipment and the other Borrower Collateral from Trustee to Collateral Agent for the benefit of the Participants, Collateral Agent and the Lenders to secure LesseeTrustee’s performance of all of its obligations under the Operative Documents and Lessees’ payment and performance of the Obligations. 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, without limiting the foregoing agreement, each of the parties hereto Lessee acknowledges and agrees that none of the LesseeTrustee, the ParticipantsTrust Beneficiary, the Administrative Agent Collateral Agent, Arranger or Arranger any Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that each such party Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. None of Lessor, Trustee, Trust Beneficiary or any of the Lenders will claim any tax benefits of ownership of the Equipment. (bc) Specifically, without limiting the generality of clause (a)) and (b) of this Section 4.1, the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy lawsany Debtor Relief Law affecting any Lessee, any Guarantor, Lessor Trust Beneficiary or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors or any Participant Lender or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, including the Lease) constitute a financing loans made directly to Lessee Lessees by the ParticipantsLenders, in each case as unrelated third party lenders, and that Lessor holds a fee interest in and title to the Leased Property to secure Lessee’s Equipment for the benefit of the Lenders solely as security for the performance of Lessees’ obligations to repay such financing loans to the Participants Lenders and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased PropertyDocuments.

Nature of Transaction. (1) It is the intention intent of the parties hereto that: (a) for all purposes, including GAAP, federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), real estate and commercial law and UCC purposes: : (i) the Overall Transaction transaction contemplated hereby constitutes a secured lending transaction by the Participants an operating lease from Lessor to Lessee and for purposes of Lessee's financial reporting, (ii) the transaction contemplated hereby preserves beneficial ownership in the Leased Property in Sites, including the Equipment, to Lessee for purposes of Federal and state income tax, bankruptcy, commercial law and Environmental Law purposes, (iii) Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral available to the owner of the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease and pays in full the Lease Balance and all other outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates grants a security interest or a lien, as the case may be, in the Leased Property Sites, including the Equipment, and the other Collateral in favor of to the Lessor, Agent and for the benefit of the Participants, to secure Lessee’s (iv) for purposes of Federal and state income tax and bankruptcy purposes, among others, the payment by Lessee of Basic Rent shall be treated as payments of interest, and performance the payment by Lessee of any amounts in respect of the Obligations. Each Property Balance shall be treated as repayments of principal, and (v) the parties hereto agrees that it will not, nor will it permit any Affiliate Mortgage and Assignment of Leases and Rents create a lien and security interest in the Sites subject 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 5.1certain limited exceptions. Nevertheless, without limiting the foregoing agreement, each of the parties hereto Lessee acknowledges and agrees that none of the LesseeLessor, the Participants, the Administrative Agent or Arranger any Participant has provided or will provide tax, accounting or legal advice to Lessee regarding the Overall Transaction or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. (b2) Specifically, without limiting the generality of clause subsection (a1) of this Section 20(u), 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, conservatorship insolvency or receivership proceedings or matters or a petition under the United States bankruptcy laws, laws or any other 39 Master Lease Agreement 41 applicable insolvency, conservatorship or receivership insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors Lessor or any Participant or any enforcement or collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing are loans made directly to Lessee by the Participants, Participants as unrelated third party lenders, and that Lessor holds a fee interest in and title lenders to Lessee secured by the Leased Property to secure Lessee’s obligations to repay such financing to the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased PropertySites.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for all purposespurposes of Lessee's and Guarantor's financial reporting, including GAAPincluding, without limitation, under Financial Accounting Standards Board Statement No. 13; (b) for federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships conservatorship and receiverships receivership law (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), and real estate and commercial law and UCC Uniform Commercial Code purposes: (i) the Overall Transaction (including the transactions and activities during the Interim Term referred to or contemplated by the Construction Agency Agreement) constitutes a secured lending transaction financing by the Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral ordinarily available to the owner owners of property similar to the 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 Lessee of any other amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease and pays in full the Lease Balance and all other outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; andParticipants; (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates grants a security interest or a lienLien, as the case may be, in the Leased Property and the other TeleTech Collateral in favor of the Lessor, and for the benefit of the Participants, to secure Lessee’s 's payment and performance of the Obligations. Each ; 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 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, without limiting the foregoing agreement, each of the parties hereto acknowledges and agrees that none of the Lessee, the Participants, the Administrative Agent or Arranger has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party deems appropriate. (b) Specifically, without limiting the generality of clause (a), the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, and that Lessor holds a fee interest in and title to the Leased Property Participants to secure Lessee’s obligations to repay such financing to the Participants 's payment and all other amounts due under any performance of the Operative Documents and that Lessee retains the beneficial ownership of the Leased PropertyObligations.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes a development of the Facility undertaken by Xxxxxx as the holder of the leasehold interest in the Site and performed on behalf of Lessor by Construction Agent, as agent for Lessor, followed by a lease from Lessor to Lessee of the Leased Property for purposes of Lessee’s financial reporting, including under Accounting Standards Codification (ASC) 842; (b) for all other purposes, including GAAP, federal and all state and local income income, transfer, recording and transfer all other taxes, bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), real estate and commercial law purposes and UCC purposes:for purposes of the Uniform Commercial Code as in effect in the State of Michigan (the “UCC”): (i) the Overall Transaction (including the transactions and activities prior to the Base Term Commencement Date referred to or contemplated by the Construction Agency Agreement) constitutes a secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), ) and Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be exclusively entitled to all tax benefits with respect to the Leased Property and other Collateral (including for greater clarity, depreciation) ordinarily available to the owner owners of property similar to the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance Lessor Amount and the Participant Interest Contribution Amount shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease hereof and pays in full the Lease Balance and all other amounts outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the secured lending obligations of Lessee now existing or hereafter arising under the this Lease or any of the other Operative Documents, the this Lease, together with the other Security Instruments, creates a first priority security interest or a lien, as the case may be, lien in the Leased Property and the other Collateral in favor of the Lessor, and for the benefit of the Participants, to secure Lessee’s payment and performance of the Obligations. 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, without limiting the foregoing agreement, each of the parties hereto Xxxxxx acknowledges and agrees that none of the Lessee, the ParticipantsXxxxxx, the Administrative Agent Agent, any Participant or the Arranger has have made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party Xxxxxx has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. (bc) Specifically, but without limiting the generality of clause subsection (a)b) of this Section 24.1 or Section 16.4, the parties hereto Lessor and Lessee further intend and agree that in for the event purpose of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute securing Xxxxxx’s repayment of the United States Obligations, (i) this 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 UCC; (ii) the conveyance provided for by Sections 16.4 and 24.2 of this Lease shall be deemed to be a mortgage grant by Xxxxxx to the Lessor, in all of Lessee’s present and future right, the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, title and that Lessor holds a fee interest in and title to the Leased Property and a grant by Lessee to Lessor of a Lien on and security interest in Xxxxxx’s interest in the Leased Property and the other Collateral, including 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 form of cash, investments, securities or other property to secure Lessee’s obligations such repayment Obligations, effective on the date hereof; (iii) the possession by Lessor of such other items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to repay be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 of the UCC; and (iv) notifications to Persons holding such financing property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. Lessor and Lessee shall, to the Participants extent consistent with this Lease and the other Operative Documents, 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 this Lease as so supplemented were deemed to create a security interest in the Leased Property and the other Collateral in accordance with this Section, such security interest would be deemed to be a perfected security interest in the Leased Property and the other Collateral with priority over all Liens, other amounts due than Permitted Liens, under Applicable Laws and will be maintained as such throughout the Term. (d) Each of the parties agrees that it will not, nor will any of its Affiliates, except that the Operative Documents Administrative Agent and/or Lessor may in the case that Lessor elects to terminate the Lease pursuant to Section 16.2 of this Lease if an Event of Default shall have occurred and that Lessee retains be continuing (and the beneficial ownership is transferred to Lessor for relevant tax purposes as a result therefrom), take any position that is inconsistent with the intention of the parties expressed in this Section. (e) Further, for clarity purposes, none of the parties, other than Lessee, shall claim any credits or take any deductions including depreciation deductions and property tax deductions with respect to the Leased Property which would be inconsistent with Xxxxxx’s ownership of the Leased PropertyProperty for tax purposes, as provided in the Transaction Agreement, this Lease, Construction Agency Agreement and any other Operative Documents.

Nature of Transaction. It is the intention of the parties that: (a) 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; (b) for purposes of all purposesfederal, including GAAP, federal and all state and local income income, franchise, transfer and transfer other taxes, and bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and conservatorship, insolvency and receivership proceedings are based), ) real estate and law, commercial law and UCC purposesUCC: (i) the Overall Transaction constitutes a secured lending transaction financing by the Participants to Lessee and preserves beneficial ownership in the Leased Subject Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Subject Property and other Collateral ordinarily available to owners of property similar to the owner of the Leased Subject Property for tax purposes, 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 (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease and pays in full the Lease Balance and all other outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; andParticipants; (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the this Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates grants a security interest or a lienLien, as the case may be, in the Lessee’s interest in the Leased Property and the other Lessee Collateral in favor of the Lessee and Lessor, and for the benefit of the Participants, Participants to secure Lessee’s payment and performance of the Obligations; and (iii) the Security Instruments create Liens 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 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 5.124.1. Nevertheless, without limiting the foregoing agreement, each of the parties hereto Lessee acknowledges and agrees that none of the LesseeLessor, the ParticipantsCollateral Agent, the Administrative Agent Arranger or Arranger any Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. (bc) Specifically, but without limiting the generality of clause subsection (a)) of this Section 24.1, the parties hereto Lessor and the Lessee intend and agree that in for the event purpose of any insolvency, conservatorship or receivership proceedings or matters or a petition under securing the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership 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 Lessee, Article 9 of the Guarantors or any Participant or any collection actions, Uniform Commercial Code; (ii) the transactions evidenced conveyance provided for hereby shall be deemed to be a grant by the Operative Documents (includingLessee to the Lessor, without limitation, for the Lease) constitute a financing made directly to Lessee by benefit of the Participants, as unrelated third party lendersof a Lien (including the Lessee’s Mortgage) on and security interest in all of the Lessee’s present and future right, title and that Lessor holds a fee interest in and title 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 Lessee’s obligations such loans, effective on the date hereof, to repay have and to hold such financing interests in the Leased Property 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 Participants 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 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 other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of financing statements covering the Leased PropertyProperty or any part thereof that Lessor may require.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes a capital lease from Lessor to Lessees for all purposespurposes of Lessees’ financial reporting, including treatment under GAAP, ; (b) for purposes of federal and all state and local income income, transfer, franchise and transfer other taxes, and for purposes of bankruptcy, insolvency, conservatorships conservatorship and receiverships receivership law (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), real estate and UCC and state commercial law and UCC purposes: (i) the Overall Transaction constitutes a secured lending transaction financing by the Participants Lenders to Lessee Lessees and preserves beneficial ownership in the Leased Property Equipment in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee Lessees; (and not the Lessor, the Administrative Agent or the other Participantsii) will be entitled to all tax benefits with respect to the Leased Property and other Collateral available to the owner of the Leased Property for tax purposes, the obligations of Lessee Lessees to pay the interest component of Basic Rent shall be treated as payments of interest to the ParticipantsLenders, the interest component of Basic Rent due and payable to Lessor shall equal all Interest due and payable to the Lenders, the obligations of Lessees to pay the principal component of Basic Rent shall be treated as payments of principal to the Lenders, and the payment by Lessee Lessees of any other amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal interest to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease and pays in full the Lease Balance and all other outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; andLenders; (iiiii) in order to secure the obligations of Lessee now existing or hereafter arising under the this Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates grants a security interest or a lienLien, as the case may be, in the Leased Property Equipment and the other Lessee Collateral in favor of Lessor (which holds title to the Lessor, Equipment solely as security for the performance of Lessees’ payment and performance of the Obligations); and (iv) the Loan Agreement grants Liens and security interests in the Equipment and the other Borrower Collateral from Lessor to Collateral Agent for the benefit of the Participants, Collateral Agent and the Lenders to secure LesseeLessor’s performance of all of its obligations under the Operative Documents and Lessees’ payment and performance of the Obligations. 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, without limiting the foregoing agreement, each of the parties hereto Lessee acknowledges and agrees that none of the LesseeTrustee, the ParticipantsTrust Beneficiary, the Administrative Agent Collateral Agent, Arranger or Arranger any Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that each such party Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. None of Lessor, Trustee, Trust Beneficiary or any of the Lenders will claim any tax benefits of ownership of the Equipment. (bc) Specifically, but without limiting the generality of clause subsections (a)) and (b) of this Section 24.1, the parties hereto Lessor and Lessees further intend and agree that in that, for the event purpose of any insolvency, conservatorship or receivership proceedings or matters or a petition securing Lessees’ obligations under the United States bankruptcy lawsOperative Documents, or any other applicable insolvency, conservatorship or receivership laws or statute (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the United States UCC; (ii) the conveyance provided for hereby shall be deemed to be a grant by Lessees to Lessor, for the benefit of America or any State or Commonwealth thereof affecting Lesseethe Collateral Agent and the Lenders, the Guarantors or any Participant or any collection actionsof a lien and security interest in all of Lessees’ present and future right, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, title and that Lessor holds a fee interest in and title to the Leased Property 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 form of cash, investments, securities or other property to secure Lessee’s such obligations under the Operative Documents, effective on the date hereof, to repay have and to hold such financing interests in the Equipment unto Lessor, for the benefit of the Collateral Agent and the Lenders; (iii) the possession by Lessor or the Collateral Agent 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 the Participants 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 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 may be necessary to ensure that, if this Lease were deemed to create a security interest in the Equipment in accordance with this Section, such security interest would be deemed to be a perfected security interest with priority over all Liens other amounts due than Permitted Liens, under any of Applicable Laws and will be maintained as such throughout the Operative Documents and that Lessee retains the beneficial ownership of the Leased PropertyLease Term.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for all purposes of Lessee's financial reporting purposes under Generally Accepted Accounting Principles; (b) for other purposes, including GAAPfederal, federal and all state and local income and tax, property tax, transfer taxestax, bankruptcy, insolvency, conservatorships and receiverships bankruptcy (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership bankruptcy proceedings are based), real estate ) and commercial law and UCC purposes: (i) the Overall Transaction constitutes a secured lending transaction financing by the Participants to Lessee and Lessee, the Overall Transaction preserves beneficial ownership in the Leased Property Items of Equipment in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral available to the owner of the Leased Property for tax purposes, the obligations of Lessee to pay Interim Rent and, other than any principal component thereof, Basic Rent Rent, shall be treated as payments of interest to the Participants, and the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease and pays in full the Lease Balance and all other outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the LesseeParticipants; and (ii) Lessor holds title in order to secure the Items of Equipment as security for Lessee's obligations of Lessee now existing or hereafter arising under the Lease or any of the other Operative Documents, and the Lease, together with the other Security Instruments, creates Lease grants a Lien and security interest or a lien, as the case may be, in the Leased Property Items of Equipment and the other Lessee Collateral in favor of the Lessor, Lessor and for the benefit of the Participants; and (iii) the Assignment of Lease and Rent creates Liens and security interests in the Lessor Collateral for the benefit of Agent for all of the Participants, to secure Lessee’s Lessor's payment and performance of its obligations under the Obligations. 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 5.1Operative Documents. Nevertheless, without limiting the foregoing agreement, each of the parties hereto Lessee acknowledges and agrees that none of the LesseeArranger, the ParticipantsCertificate Trustee, the Administrative Agent or Arranger any Participant has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. (b) Specifically, without limiting the generality of clause (a), the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, and that Lessor holds a fee interest in and title to the Leased Property to secure Lessee’s obligations to repay such financing to the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased Property.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for all purposes, including GAAP, purposes of Lessee's and Guarantor's financial reporting; (b) for federal and all state and local income and transfer taxestax, bankruptcyproperty tax, insolvency, conservatorships and receiverships bankruptcy (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership bankruptcy proceedings are based), ) and real estate and commercial law and UCC Uniform Commercial Code purposes:: -42- 47 (i) the Overall Transaction constitutes a secured lending transaction financing by the Participants to Lessee 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 Leased Property Premises in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral available to the owner of the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, and the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, Participants; (ii) Lessor holds title in the event Lessee purchases the Leased Property pursuant to the terms of the Lease Premises as security for Lessee's and pays in full the Lease Balance and all other outstanding amounts owing by Lessee Guarantor's obligations under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under and the Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates grants a security interest or a lien, as the case may be, in the Leased Property Premises and the other Del Monte Collateral in favor of the LessorCertificate Trustee, and for the benefit of the Participants, to secure Lessee’s payment ; and (iii) the Mortgages create liens and performance security interests in the Mortgaged Property defined therein for the benefit of all of the Obligations. 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 5.1Participants. Nevertheless, without limiting the foregoing agreement, each of the parties hereto Lessee acknowledges and agrees that none of the LesseeCertificate Trustee, the ParticipantsAgent, the Administrative Agent Arranger, or Arranger any Participant has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party has Lessee and Guarantor have obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party each deems appropriate. (b) Specifically, without limiting the generality of clause (a), the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, and that Lessor holds a fee interest in and title to the Leased Property to secure Lessee’s obligations to repay such financing to the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased Property.. [SIGNATURE PAGES FOLLOW]

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for all purposespurposes of Xxxxxx's and Guarantor's financial reporting, including GAAPincluding, without limitation, under Financial Accounting Standards Board Statement No. 13; (b) for federal and all state and local income and transfer taxes, taxes and for purposes of bankruptcy, insolvency, conservatorships conservatorship and receiverships receivership law (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), ) and real estate and commercial law and UCC Uniform Commercial Code purposes: (i) the Overall Transaction constitutes a secured lending transaction financing by the Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral ordinarily available to the owner owners of property similar to the 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 Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease and pays in full the Lease Balance and all other outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; andParticipants; (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the Lease or any of the other Operative Documents, the Leasethis Lease creates, together with the other Security Instrumentsand Lessee hereby grants, creates conveys, assigns, mortgages and transfers a security interest or a lien, as the case may be, in the Leased Property and the other Collateral in favor Teletech Collateral, and Xxxxxx does hereby irrevocably GRANT, BARGAIN, SELL, ALIEN, REMISE, RELEASE, CONFIRM AND CONVEY to Deed of the LessorTrust 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 Lessee’s Xxxxxx's payment and performance of the Obligations. 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, without limiting the foregoing agreement, each of the parties hereto Xxxxxx acknowledges and agrees that none of the LesseeLessor, the ParticipantsAdministrative Agent, the Administrative Agent Arranger or Arranger any Participant has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate; provided, however, none of the Lessor, any Administrative 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 (a)b) of this SECTION 24.1, the parties hereto Lessor and Lessee further intend and agree that, with respect to that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute portion of the United States Leased Property constituting personal property, for the purpose of America or any State or Commonwealth thereof affecting 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 Guarantors or any Participant or any collection actionsmeaning 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 transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by benefit of the Participants, as unrelated third party lendersof a mortgage, lien and that Lessor holds a fee security interest in all of Xxxxxx's present and future right, title and interest in and title to the Leased Property to secure Lessee’s obligations to repay such financing to the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership 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 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 unto Lessor, for the benefit of the Participants; (iii) the possession by 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 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 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 may be necessary to ensure that, if this Lease were deemed to create a security interest in the 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 such throughout the Term.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under Accounting Standards Codification (ASC) 842; (b) for all other purposes, including GAAP, federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), real estate and commercial law and UCC purposes: (i) the Overall Transaction (including, without limitation, the transactions and activities prior to the Base Term Commencement Date referred to or contemplated by the Construction Agency Agreement) constitutes a secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral ordinarily available to the owner owners of property similar to the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of hereof or the Lease Construction Agency Agreement and pays in full the Lease Balance and all other amounts outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and; (ii) in order to secure the secured lending obligations of Lessee now existing or hereafter arising under the this Lease or any of the other Operative Documents, the this Lease, together with the other Security Instruments, grants security title to and creates a first priority security interest or a lienlien in the Site, as the case may be, in the Leased Property and the other Collateral in favor of the Lessor, Administrative Agent and for the benefit of the Participants, Participants to secure LesseeXxxxxx’s payment and performance of the Obligations. Each ; and (iii) the Security Instruments grant security title to, and create Liens and security interests in the Collateral granted by Lessor or Lessee, as applicable, in favor of the parties hereto agrees that it will not, nor will it permit any Affiliate Administrative Agent for the benefit of all the Participants 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 secure Lessee’s and Lessor’s payment and performance of the parties expressed in this Section 5.1obligations under the Lease, the Rent Assignment Agreement and other applicable Operative Documents. 3/6/19, 9:29 AMExhibit Page 64 of 87xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/702165/000070216519000020/nslease-030519.htm 3/6/19, 9:29 AMExhibit Page 65 of 87xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/702165/000070216519000020/nslease-030519.htm Nevertheless, without limiting the foregoing agreement, each of the parties hereto Xxxxxx acknowledges and agrees that none of the Lessee, the ParticipantsXxxxxx, the Administrative Agent Agent, any Participant or the Arranger has have made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. (bc) Specifically, but without limiting the generality of clause subsection (a)b) of this Section 24.1 or Section 16.4, the parties hereto Lessor and Lessee further intend and agree that in for the event purpose of any insolvency, conservatorship or receivership proceedings or matters or a petition under securing Lessee’s obligations for the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute 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 LesseeArticle 9 of the UCC; (ii) the conveyance provided for hereby shall be deemed to be a grant by Lessee to Lessor, for the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by benefit of the Participants, as unrelated third party lendersof a Lien on and security interest in all of Lessee’s present and future right, title and that Lessor holds a fee interest in and title to the Site, the Leased Property and the other Collateral, including but not limited to 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 Lessee’s obligations such loans, effective on the date hereof, to repay have and to hold such financing interests in the Site, the Leased Property and the other Collateral unto Lessor, for the benefit of the Participants; (iii) the possession by 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 9-305 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 Lessee shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. Lessor and Lessee shall, to the Participants extent consistent with the Lease, take such actions and all execute, deliver, file and record such other amounts due under any documents, financing statements, mortgages, deeds to secure debt and deeds of trust as may be necessary to ensure that, if the Operative Documents Lease were deemed to grant security title to and that Lessee retains create a security interest in the beneficial ownership of Site, the Leased PropertyProperty and the other Collateral in accordance with this Section, such security title and security interest would be deemed to be a perfected security title and security interest in the Site, the Leased Property and the other Collateral with priority over all Liens, other than Permitted Liens, under Applicable Laws and will be maintained as such throughout the Term.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under Accounting Standards Codification (ASC 842); (b) for all other purposes, including GAAP, federal and all state and local income and transfer taxes, bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship and insolvency and receivership proceedings are based), real estate and commercial law and UCC purposes: (i) the Overall Transaction (including, without limitation, the transactions and activities prior to the Base Term Commencement Date referred to or contemplated by the Construction Agency Agreement) constitutes a secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral (including depreciation) ordinarily available to the owner owners of property similar to the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest to the Participants, the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease or the Construction Agency Agreement and pays in full the Lease Balance and all other amounts outstanding amounts owing by Lessee under the Operative Documents, legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the Lease or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates a security interest or a lien, as the case may be, in the Leased Property and the other Collateral in favor of the LessorAdministrative Agent, and for the benefit of the Participants, to secure Lessee’s payment and performance of the Obligations. Each ; and (iii) the Security Instruments create Liens on and security interests in the Leased Property and the other Collateral, granted by Lessor or Lessee, as applicable, in favor 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 Administrative Agent for the preparation, filing or audit benefit 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 all of the parties expressed in this Section 5.1Participants to secure Lessor’s and Lessee’s payment and performance of their respective obligations under the Lease, the Rent Assignment Agreement and other applicable Operative Documents. Nevertheless, without limiting the foregoing agreement, each of the parties hereto Lessee acknowledges and agrees that none of the Lessee, the Participants, the Administrative Agent or the Arranger has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that such party Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as such party it deems appropriate. (bc) Specifically, without limiting the generality of clause (a), the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors Guarantor or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, and that Lessor holds a fee leasehold interest in the Site and good and marketable title to the Leased Property Facility to secure Lessee’s obligations to repay such financing to the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased Property.