Common use of Ownership of the Property Clause in Contracts

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied

Ownership of the Property. (a) Lessor and Lessee The parties hereto intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13the Lessee, as LEASE amended, (B) the Lessor Trust will be treated as the owner and lessor of an undivided interest in each Property and the Properties and (C) Lessee will be treated as the lessee of the Properties, but Property leased by it hereunder and (ii) for federal, federal and all state and local income tax purposes, state real estate and all other purposes commercial law and bankruptcy purposes, (A) this the Lease will be treated as a financing arrangement, (B) the Certificate Holders and the Lenders will be treated as senior deemed lenders making loans to the Lessee in an amount equal to the sum of the Certificate Holder Amounts and the outstanding principal amount of the Loans, which Loans will be loans are secured by the Properties, Property and (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties each Property and will be entitled to all tax benefits ordinarily available to an owner of property properties like such each Property for such tax purposes. Nevertheless, the Lessee acknowledges and agrees that none of the Participants Administrative Agent, the Agent Certificate Holder, the Arranger or any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for It is the purpose of securing Lessee's obligations for the repayment intent of the above-described loans, (i) parties hereto that this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of grants a security interest in and a mortgage lien mortgage, as the case may be, on Lessee's right, title and interest in each Property to the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, Lessor Trust for the benefit of Lessor the Agent Certificate Holder, and the other Participants to secure Lessee's the performance of the Lessee under and payment of all amounts owed by Lessee under this the Lease and the other Operative Agreements and Lessor holds title to the Properties so Documents all as to create and grant a first lien and prior security interest more specifically set forth in Section 5 of each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedSupplement.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties each Property and (C) Lessee will be treated as the lessee of the Propertieseach Property, but (ii) for federal, federal and all state and local income tax purposes, bankruptcy purposes, commercial law and real estate purposes and all other purposes (A) this Lease will be treated as a financing arrangement, arrangement and (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner owners of property like such Property similar to the Properties for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) For all purposes other than as set forth in Section 7.1(a), Lessor and Lessee intend this Lease to constitute a finance lease and not a true lease. Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loanshereunder, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code respecting each of the Properties to the extent such is personal property and an irrevocable grant and conveyance of a lien and mortgage on each of the Properties to the extent such is real property mortgage or deed of trust, as applicableproperty; (ii) the conveyance provided for acquisition of title in Section 2 each Property referenced in Article II shall be deemed to be a grant of by Lessee to Lessor of, and Lessee hereby grants to Lessor, a lien on and security interest in and a interest, mortgage lien on and deed of trust in all of Lessee's right, title and interest in and to the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Property and all proceeds (including without limitation insurance 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, for the benefit of Lessor to secure Lessee's payment and an assignment of all amounts owed by Lessee under this Lease rents, profits and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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 income produced by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial CodeProperty; and (iviii) 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 interest, mortgage lien and deed of trust under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, shall promptly take such actions as may be necessary or advisable in either party's opinion (including without limitation the filing of Uniform Commercial Code Financing Statements, Uniform Commercial Code Fixture Filings and memoranda of this Lease and the various Lease Supplements) to ensure thatthat the security interest, if this Lease were deemed to create a security interest lien, mortgage lien and deed of trust in the Properties in accordance with this Section, such security interest would each Property will be deemed to be a perfected lien and security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties each Property and (C) Lessee will be treated as the lessee of the Propertieseach Property, but (ii) for federal, federal and all state and local income tax purposes, bankruptcy and commercial law and real estate purposes and all other purposes (A) this Lease will be treated as a financing arrangement, and (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner owners of property like such Property similar to the Properties for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) To the extent this Lease is hereafter deemed to constitute a finance lease and not a true lease, then and only in such event, Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loanshereunder, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code respecting each of the Properties to the extent such is personal property and an irrevocable grant and conveyance of a lien and mortgage on each of the Properties to the extent such is real property mortgage or deed of trust, as applicableproperty; (ii) the conveyance provided for in Section 2 Article II shall be deemed to be a grant of by Lessee to Lessor of, and Lessee hereby grants to Lessor, a security interest in and a mortgage lien on and security interest, mortgage and deed of trust in all of Lessee's right, title and interest in and to the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Property and all proceeds (including without limitation insurance 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, for the benefit of Lessor to secure Lessee's payment and an assignment of all amounts owed by Lessee under this Lease rents, profits and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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 income produced by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial CodeProperty; and (iviii) notifications to Persons holding such property, and acknowledgmentsacknowledgements, 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 interest, mortgage, deed of trust or lien under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary (including without limitation the filing of Uniform Commercial Code Financing Statements, Uniform Commercial Code Fixture 7 Filings and memoranda of this Lease and the various Lease Supplements) to ensure that, if this Lease were deemed to create a lien, mortgage, deed of trust or security interest in the Properties Property in accordance with this Section, such lien, mortgage, deed of trust or security interest would be deemed to be perfected and to have a perfected security interest of first priority position under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties Property and (C) Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, federal and all state and local income tax purposes, bankruptcy purposes, regulatory purposes, commercial law and real estate purposes and all other purposes (A) this Lease will be treated as a financing arrangement, arrangement and (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner owners of property like such similar to the Property for such tax purposes. NeverthelessNotwithstanding the foregoing, Lessee acknowledges and agrees that none of the Participants neither party hereto has made any representations made, or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 made, any representation or warranty as to the purpose availability of perfecting such security interest any of the foregoing treatments under applicable lawaccounting rules, tax, bankruptcy, regulatory, commercial or real estate law or under any other set of rules. Lessee shall claim the cost recovery deductions associated with the Property, and Lessor and Lessee shallshall not, to the extent consistent with this Leasenot prohibited by Law, take on its tax return a position inconsistent with Lessee's claim of such actions as may be necessary deductions. To the extent reasonably requested by Lessee, Lessor shall cooperate with Lessee to ensure that, if allow Lessee to obtain the contemplated tax benefits of this Lease were deemed referenced above, including without limitation the filing of any statements with respect to create a security interest in the Properties in accordance with this Sectiontax abatements or requirements; provided, any such security interest would statements and/or other documentation so required of Lessor (1) shall be deemed to produced by Lessee for signature by Lessor and (2) shall be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedreasonably acceptable

Ownership of the Property. (a) Lessor and Lessee intend that It is the intent of the parties hereto that: (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as constitutes an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner for purposes of Lessee's financial reporting, and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for purposes of federal, state state, and local income or franchise taxes and for any other tax and all other purposes (A) this Lease will be treated as imposed on or measured by income, the transaction contemplated hereby is a financing arrangement, (B) arrangement and preserves ownership in the Lenders will be treated as senior lenders making loans to Lessee Property in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposesLessee. Nevertheless, Lessee acknowledges and agrees Lessor acknowledge and agree that none of Lessee, the Participants Agent, Lessor nor any Participant has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that Lessee has they have obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems they deem appropriate. The parties hereto will Accordingly, and notwithstanding any provision of this Lease to the contrary, Lessor and Lessee agree and declare that: (i) the transactions contemplated hereby are intended to have a dual, rather than a single, form; and (ii) all references in this Lease to the "lease" of the Property which fail to reference such dual form do so as a matter of convenience only and do not take any position inconsistent with reflect the intentions expressed hereinintent of Lessor and Lessee as to the true form of such arrangements. (b) Anything to the contrary in the Operative Documents notwithstanding, Lessor and Lessee intend that with respect to the nature of the transactions evidenced by this Lease in the context of the exercise of remedies under the Operative Documents, including, without limitation, in the case of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, Lessor, or any Participant or any enforcement or collection actions, as follows: (i) the transactions evidenced by this Lease are loans made by Lessor and the Participants as unrelated third party lenders to Lessee secured by the Property, (ii) the obligations of Lessee under this Lease to pay Basic Rent and Supplemental Rent or Asset Termination Value in connection with a purchase of the Property pursuant to this Lease shall be treated as payments of interest on and principal of, respectively, loans from Lessor and the Participants to Lessee, and (iii) this Lease grants a security interest and mortgage or deed of trust or lien, as the case may be, in the Property and the collateral described in Section 7.2 to Lessor, the Agent and the Participants to secure the Lessee Obligations. (c) Specifically, without limiting the generality of anything contained in this Section 7.1, Lessor and Lessee further intend and agree that, for the purpose purposes of securing Lessee's obligations for the repayment of the above-described loansfiling federal, state and local returns, reports and other statements relating to income or franchise taxes, or any other taxes imposed upon or measured by income, (i) this Lease Lessee shall also be deemed entitled to be a security agreement and financing statement within the meaning of Article 9 take any deduction, credit, allowance or other reporting position consistent with its status as owner of the Uniform Commercial Code Property; and a real property mortgage or deed of trust, as applicable; (ii) neither Lessor nor the conveyance provided for in Section 2 Participants shall be deemed take a grant of a security interest in position on their respective federal, state and a mortgage lien on local returns, reports and other statements relating to income or franchise taxes that is inconsistent with Lessee's rightstatus as owner of the Property, title provided that Lessor and interest any Participant may take a position that is inconsistent with Lessee's status as owner of the Property if: (x) there has been a change in law or regulation so requiring as supported by an opinion of counsel reasonably acceptable to Lessee that there is not substantial authority for such a consistent reporting position; or (y) (A) there has been an administrative or judicial holding that Lessee is not the Properties owner of the Property for such tax purposes, (including the B) Lessee has no right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by Lessor or any of its agents of notes and contest 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 holding pursuant to Section 9-305 13.5 of the Uniform Commercial Code; Participation Agreement, and (ivC) notifications Lessee's lack of right to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicablecontest is not the result of an Indemnitee's waiver of its right to indemnification pursuant to Section 13.5(f)(iii) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided Participation Agreement or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics failure of the Operative Agreements, and that Lessee has obtained and reliedamount at issue to exceed the minimum amount set forth in Section 13.5(f)(iv)(B) of the Participation Agreement.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties Property and (C) Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the PropertiesProperty, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Lessor Contribution, which loan is secured by the PropertiesProperty, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner of property like such the Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance Lease provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on the Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedMortgage and

Ownership of the Property. (a) Lessor and Lessee The parties hereto intend that unless assigned by the Lessor in accordance with the terms of the Operative Documents, or Applicable Law otherwise provides, legal title to the Property shall remain in the Lessor as security for the obligations of the Lessee hereunder and under the other Operative Documents until the Lessee has fulfilled all of its obligations hereunder and under the other Operative Documents. The Lessee hereby grants to the Lessor a continuing Lien and security interest in the Property to secure the payment of all sums due hereunder and under the other Operative Documents. The parties hereto intend that for state, real estate and commercial law and bankruptcy purposes, (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, arrangement and (Bii) the Lenders Lessor and the Purchasers will be treated as senior deemed lenders making loans to the Lessee in an amount equal to the Loanssum of the Lessor Amounts and the outstanding principal amount of the Notes, which Loans will be amounts are secured by the Properties. The parties hereto covenant to treat the Notes (and interests therein) and the Lessor Amount as indebtedness of the Lessee for U.S. federal, state and local tax purposes and further covenant that they will not take any action inconsistent with such treatment (Cunless either (i) Lessor will be treated as a subordinated lender making a loan required to Lessee in an amount equal to the Investor Contribution, which loan is secured do so by the PropertiesUnited States Internal Revenue Service or the equivalent taxing authority of any foreign government or any U.S. state or political subdivision thereof (a "Taxation Authority") or (ii) an alternative position of a Taxation Authority is asserted, and (D) Lessee will be treated as the owner such party reasonably believes, on advice of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property counsel, that there is a reasonable basis for such tax purposesasserted position). Nevertheless, the Lessee acknowledges and agrees that none neither the Lessor, the Indenture Trustee, the Arranger nor any of the Participants Purchasers has made provided, or will provide, any representations or warranties to Lessee concerning the tax, accounting accounting, or legal characteristics of advice to the Lessee regarding the Operative Agreements Documents or the transaction contemplated thereby, and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further Specifically, without limiting the generality of clause (a) of this Section 25.1, the parties hereto intend and agree that, for that in the purpose event of securing Lessee's obligations for any insolvency or receivership proceedings or a petition under the repayment United States bankruptcy laws or any other applicable insolvency laws or statute of the above-described loansUnited States of America or any state or commonwealth thereof affecting the Lessee, (i) this Lease the Lessee Guarantor, the Lessor or the Purchasers or any collection actions, the transactions evidenced by the Operative Documents shall also be deemed to be a security agreement regarded as loans made by the Lessor and financing statement within the meaning of Article 9 Purchasers as unrelated third party lenders of the Uniform Commercial Code Lessee. The parties hereto covenant and a real property mortgage or deed of trust, as applicable; agree that (ii) except to the conveyance extent provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Defaultsection 25.1(a) and all proceeds of the conversion, voluntary above) they will not take any action or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title advocate any position contrary to the Properties so as to create and grant a first lien and prior security interest intentions set forth in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedArticle XXV.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "“operating lease" ” pursuant to Statement of Financial Accounting Standards (SFAS) Codification No. 13840, as LEASE amendedamended or replaced from time to time, (B) Lessor will be treated as the owner for Lessee’s financial accounting purposes and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, federal and all state and local income tax Tax purposes, commercial purposes, bankruptcy purposes and (other than as stated in the foregoing subsection (a)(i)) all other purposes (A) this Lease together with all other Operative Agreements will be treated as a financing arrangement, arrangement and (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax Tax benefits ordinarily available to an owner owners of property like such similar to the Property for such tax Tax purposes. Nevertheless, including for this purpose, Lessee acknowledges shall claim the cost recovery deductions associated with the Property, and agrees that none of the Participants has made any representations or warranties to Lessee concerning the taxLessor shall not, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such taxunless required by Law, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any on its Tax returns a position inconsistent with Lessee’s claim of such deductions. Notwithstanding the intentions expressed hereinforegoing, neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the foregoing treatments under applicable accounting rules, Tax, bankruptcy, regulatory, commercial or real estate law or under any other set of rules. (b) Lessor In order to secure the Company Obligations, Lessee hereby irrevocably conveys, grants, assigns, transfers, hypothecates, mortgages and Lessee further intend and agree thatsets over to Lessor, for the purpose benefit of securing Lessee's obligations for the repayment of the above-described loansall Financing Parties, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Properties (including Property, to the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) extent such is personal property and all proceeds thereof (including insurance proceeds). For purposes of the conversioncreation and enforcement of this Lease as a security agreement and a fixture filing with respect to the Property and all proceeds thereof (including insurance proceeds), voluntary or involuntaryLessee is the debtor, Lessor is the secured party and Agent is the assignee of Lessor (given that Agent is acting as collateral agent for the Secured Parties). The mailing addresses of the foregoing into cashdebtor (Lessee herein) and of the secured party (Lessor herein) from which information concerning security interests pursuant to this Lease may be obtained are as set forth on the signature pages of this Lease. A carbon, investments, securities photographic or other reproduction of this Lease, any memorandum hereof (or short form lease) or of any financing statement related to this Lease shall be sufficient as a financing statement for any of the purposes referenced in this Lease. Lessee authorizes Lessor and Agent, to file UCC financing and fixture filing statements, amendments thereto and renewals thereof without Lessee’s signature, as Lessor or Agent may determine to be necessary or appropriate to perfect and maintain the security interest and lien granted herein. In order to secure the Company Obligations and for purposes of the creation and enforcement of this Lease as a deed of trust with respect to the Property and all proceeds thereof (including insurance proceeds), LESSEE, as deed of trust grantor, hereby grants, assigns, transfers, hypothecates, mortgages, conveys and sets over a lien on all right, title and interest of Lessee (now owned or hereafter acquired) in the Property and all proceeds thereof (including insurance proceeds), to the extent such is real property, whether in the form of cashto First American Title Insurance Company (or any other Person appropriately designated from time to time by Lessor), investmentsas trustee, securities or other propertyIN TRUST AND WITH POWER OF SALE, for the benefit of Lessor to secure Lessee's payment LESSOR, for the benefit of all amounts owed Financing Parties, as beneficiary. The lien on the Property and all proceeds thereof (including insurance proceeds) granted and conveyed by Lessee under this Lease and the to First American Title Insurance Company (or any other Operative Agreements and Lessor holds title Person appropriately designated from time to the Properties so time by Lessor), as to create and grant a first lien and prior security interest in each Property trustee, pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; and each memorandum hereof (iiior short form lease) the possession by Lessor or any of its agents of notes is 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedlien.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "“operating lease" ” pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties Property and (C) Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, federal and all state and local income tax purposes, bankruptcy purposes, regulatory purposes, commercial law and real estate purposes and all other purposes (A) this Lease will be treated as a financing arrangement, arrangement and (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner owners of property like such similar to the Property for such tax purposes. NeverthelessNotwithstanding the foregoing, Lessee acknowledges and agrees that none neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the Participants has made any representations or warranties to Lessee concerning the foregoing treatments under applicable accounting rules, tax, accounting bankruptcy, regulatory, commercial or legal characteristics real estate law or under any other set of rules. Lessee shall claim the Operative Agreements cost recovery deductions associated with the Property, and that Lessee has obtained and relied upon such taxLessor shall not, accounting and legal advice concerning to the Operative Agreements as it deems appropriate. The parties hereto will extent not prohibited by Law, take any on its tax return a position inconsistent with the intentions expressed hereinLessee’s claim of such deductions. (b) For all purposes described in Section 7.1(a) except for financial accounting purposes, Lessor and Lessee intend this Lease to constitute a finance lease and not a true lease. In order to secure the obligations of Lessee now existing or hereafter arising under any and all Operative Agreements, pursuant hereto and to the Lease Supplements, Lessee hereby conveys, grants, assigns, transfers, hypothecates, mortgages and sets over to Lessor a first priority security interest in and lien (but subject to the security interest and lien in the assets granted by Lessee in favor of the Agent in accordance with the Security Documents) on all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Property to the extent such is personal property and does hereby irrevocably MORTGAGE, GRANT, BARGAIN, SELL, ALIEN, REMISE, RELEASE, CONFIRM AND CONVEY to Lessor a lien and mortgage (but subject to the lien and mortgage in the assets granted by Lessee in favor of the Agent in accordance with the Security Documents) on all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Property to the extent such is a real property. The security interest, lien and mortgage in the assets granted by Lessee in favor of Lessor are hereby assigned by Lessor to the Agent, for the benefit of all Financing Parties, and/or are subject to additional security interests, liens and mortgages granted by Lessor to the Agent, for the benefit of all Financing Parties. Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's the obligations for of Lessee now existing or hereafter arising under the repayment of the above-described loansOperative Agreements, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code respecting the Property and all proceeds (including without limitation insurance proceeds thereof) to the extent such is personal property and an irrevocable grant and conveyance of a lien and mortgage on the Property and all proceeds (including without limitation insurance proceeds thereof) to the extent such is real property mortgage or deed of trust, as applicableproperty; (ii) the conveyance provided for acquisition of title by Lessor (or to the extent applicable, a leasehold interest pursuant to a Ground Lease) in Section 2 shall be deemed the Property referenced in Article II constitutes a grant by Lessee to Lessor of a security interest interest, lien and mortgage in and a mortgage lien on all of Lessee's ’s right, title and interest in and to the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Property and all proceeds (including without limitation insurance proceeds thereof) 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, for the benefit of Lessor to secure Lessee's payment and an assignment of all amounts owed by Lessee under this Lease rents, profits and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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 income produced by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial CodeProperty; and (iviii) 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 lien, security interest and mortgage lien under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, shall promptly take such actions as Lessor may be necessary reasonably request (including without limitation the filing of Uniform Commercial Code Financing Statements, Uniform Commercial Code Fixture Filings and memoranda (or short forms) of this Lease and the various Lease Supplements) to ensure thatthat the lien, if this Lease were deemed to create a security interest interest, lien and mortgage lien in the Properties in accordance with this Section, such security interest would Property and the other items referenced above will be deemed to be a perfected lien, security interest and mortgage lien of first priority under applicable law and will be maintained as such throughout the Term. NeverthelessThe security agreements, financing statements, liens, security interests, deeds of trust and mortgages provided in clauses (i), (ii) and (iii) hereof shall be individually defined as the “Security Right”, and individual collateral secured by the corresponding Security Right as provided in clauses (i), (ii) and (iii) hereof shall be defined herein as the “Specified Collateral”. (c) In the event that Lessee’s interest in the Property as provided in this Lease is recharacterized by a court of competent jurisdiction, and last resort in the case of an appeal, as a fee interest subject to a grant of an equitable mortgage by Lessee acknowledges or as a financing instrument provided in favor of Lessee or otherwise, and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding not as a leasehold estate in substantial conformity with the terms and conditions contained in this Lease, then Lessee and Lessor agree that this Lease shall constitute a Security Right with respect to the Operative Agreements or applicable Specified Collateral provided in clauses (i), (ii) and (iii) of Section 7.1(b) and shall be enforceable in accordance with the transactions contemplated hereby terms and therebyconditions contained in this Lease to the extent that such terms and conditions may be enforceable pursuant to the determination of such court of competent jurisdiction. Lessor and Lessee further agree that the provisions of this Section 7.1 are for the benefit of, or made any representations or warranties concerning the taxand may be enforceable by Lessor, accounting or legal characteristics Lessee and each of the Operative Agreements, and that Lessee has obtained and reliedFinancing Parties.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "“operating lease" ” pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties Property and (C) Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, federal and all state and local income tax purposes, and for all other bankruptcy purposes (including the substantive law upon which bankruptcy proceedings are based), (A) this Lease will be treated as a financing arrangement, arrangement and (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner owners of property like such similar to the Property for such tax purposes. NeverthelessNotwithstanding the foregoing, Lessee acknowledges and agrees that none neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the Participants has made any representations or warranties to Lessee concerning the foregoing treatments under applicable accounting rules, tax, accounting bankruptcy or legal characteristics under any other set of rules. Lessee shall claim the cost recovery deductions associated with the Property, and Lessor shall not, unless prohibited by Law, take on its tax return a position inconsistent with Lessee’s claim of such deductions. It is the further intent of Lessor and Lessee that this Lease and the transaction evidenced by the Operative Agreements conform with and that Lessee has obtained satisfy the requirements of, to the extent applicable, FASB Interpretation No. 46, Emerging Issues Task Force, 1997\Issue 97-1 and relied upon such taxEmerging Issues Task Force, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein1997\Issue 97-10. (b) In order to secure the obligations of Lessee now existing or hereafter arising under any and all Operative Agreements, Lessee hereby conveys, grants, assigns, transfers, hypothecates, mortgages and sets over to Lessor, for the benefit of the Secured Parties, a first priority security interest in and lien on all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Property, Casualty and Condemnation proceeds, proceeds from any insurance required by the Insurance Requirements and the proceeds of each of the foregoing to the extent such is personal property and irrevocably grants and conveys a lien, deed of trust or mortgage, as applicable, on all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Property to the extent such is real property. Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's the obligations for of Lessee now existing or hereafter arising under the repayment of the above-described loansOperative Agreements, (i) this Lease as supplemented by the Lease Supplement, shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code respecting the Lessee’s interest in the Property and all proceeds (including without limitation Casualty and Condemnation proceeds, proceeds from any insurance required by the Insurance Requirements and the proceeds of each of the foregoing) to the extent such is personal property and an irrevocable grant and conveyance of a real property mortgage or lien, deed of trusttrust or mortgage, as applicable; , on the Lessee’s interest in the Property and all proceeds (iiincluding without limitation Casualty and Condemnation proceeds, proceeds from any insurance required by the Insurance Requirements and the proceeds of each of the foregoing) to the conveyance provided for in Section 2 shall be deemed extent such is real property and constitutes a grant by Lessee to Lessor of a security interest interest, lien, deed of trust or mortgage, as applicable, in and a mortgage lien on all of Lessee's ’s right, title and interest in and to the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Property and all proceeds (including without limitation Casualty and Condemnation proceeds, proceeds from any insurance required by the Insurance Requirements and the proceeds of each of the foregoing) 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, for the benefit of Lessor to secure Lessee's payment and an assignment of all amounts owed rents, profits and income produced by the Property. Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create further intend and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) agree that notifications to Persons holding such propertyproceeds, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee Lessee, when given, shall be deemed to have been given for the purpose of perfecting such the foregoing lien, security interest interest, mortgage lien or deed of trust, as applicable, under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, shall promptly take such actions as may be necessary (including without limitation the filing of Primary Financing Party Financing Statements and memoranda (or short forms) of this Lease and the Lease Supplement) to ensure thatthat the lien, if this Lease were deemed to create a security interest interest, mortgage lien or deed of trust, as applicable, in the Properties in accordance with this Section, such security interest would Property and the other items referenced above will be deemed to be a perfected lien, security interest interest, mortgage lien or deed of trust, as applicable, of first priority (subject only to Permitted Liens and Lessor Liens), under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the beneficial owner and lessor of the Properties Property and (C) Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the PropertiesProperty, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the PropertiesProperty, and (D) Lessee will be treated as the beneficial owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner of property like such the Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of the Lessor to secure the Lessee's payment of all amounts owed by the Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties Property so as to create and grant a first lien and prior security interest in each the Property (A) pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of the Lessee under the LeaseLease and (B) pursuant to the Mortgage to secure to the Agent the obligations of the Lessor under the Mortgage and the Notes; (iii) the possession by 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) notifications to Persons holding such propertythe Property, and acknowledgmentsacknowledgements, 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Basic Term. Nevertheless, Lessee acknowledges and agrees that no Participant none of Lessor, Investor, the Trust Company, Agent, or any Lender has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedrelied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. (c) Lessor and Lessee further intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee or Lessor, the transactions evidenced by this Lease shall be regarded as loans made by an unrelated third party lender to Lessee.

Ownership of the Property. (a) Lessor and Lessee intend that (i) that, for financial accounting purposes with respect to Lessee Lessee, (Ai) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (Bii) Lessor will be treated as the owner and lessor of the Properties Property, and (Ciii) Lessee will be treated as the lessee of the Properties, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein.Property, (b) Lessor and Lessee further intend and agree that, for in the purpose of securing Lessee's obligations for event that the repayment of transaction contemplated by the above-described loans, Operative Agreements shall be deemed a financing (i) this Lease shall also be deemed to be constitute a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicabletrust under the applicabale State's real property law; (ii) the conveyance provided for in Section 2 Article II shall be deemed to be a grant by Lessee to Lessor of a mortgage lien and security interest in and a mortgage lien on all of Lessee's right, title and interest in and to the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Property 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in and mortgage on the Properties Property in accordance with this Section, such security interest would be deemed to be a perfected mortgage and security interest of first priority under applicable law and will be maintained as such throughout the Basic Term. Nevertheless, . (c) Lessor and Lessee acknowledges further intend and agrees agree that no Participant has provided in the event of any insolvency or will provide tax, accounting receivership proceedings or legal advice to a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or evidenced by this Lease shall be regarded as loans made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedby an unrelated third party lender to Lessee.

Ownership of the Property. (a) Lessor and Lessee intend that It is the intent of the ------------------------- parties hereto that: (i) for financial accounting purposes with respect to Lessee (A) this the Lease will be treated as constitutes an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner for purposes of Lessee's financial reporting, and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federalpurposes of Federal and state income tax, state the transaction contemplated hereby and local income tax and all other purposes (A) this by the Lease will be treated as is a financing arrangement, (B) arrangement and preserves ownership in the Lenders will be treated as senior lenders making loans to Lessee Property in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposesLessee. Nevertheless, the Lessee acknowledges and agrees that none of neither the Participants Agent, the Lessor nor any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will Accordingly, and notwithstanding any provision of this Lease to the contrary, the Lessor and the Lessee agree and declare that: (i) the transactions contemplated hereby are intended to have a dual, rather than a single, form; and (ii) all references in this Lease to the "lease" of the Property which fail to reference such dual form do so as a matter of convenience only and do not take any position inconsistent with reflect the intentions expressed hereinintent of the Lessor and the Lessee as to the true form of such arrangements. (b) Anything to the contrary in the Operative Documents notwithstanding, the Lessor and the Lessee intend and agree that with respect to the nature of the transactions evidenced by the Lease in the context of the exercise of remedies under the Operative Documents, including, without limitation, in the case of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, the Lessor or any Participant or any enforcement or collection actions, (i) the transactions evidenced by the Lease are loans made by the Lessor and the Participants as unrelated third party lenders to the Lessee secured by the Property, (ii) the obligations of the Lessee under the Lease to pay Basic Rent and Supplemental Rent or Asset Termination Value in connection with any purchase of the Property pursuant to the Lease shall be treated as payments of interest on and principal of, respectively, loans from the Lessor and the Participants to the Lessee, and (iii) the Lease grants a security interest and mortgage or deed of trust or lien, as the case may be, in the Property and the Collateral described in the Mortgage to the Lessor, the Agent and the Participants to secure the Lessee's performance under and payment of all amounts under the Lease and the other Operative Documents. (c) Specifically, but without limiting the generality of subsection (b) of -------------- this Section 5, the Lessor and the Lessee further intend and agree that, for the --------- purpose of securing the Lessee's obligations for the repayment of the above-above- described loansloans from the Certificate Purchaser and the Lenders to the Lessee, (i) this the Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for hereby and in Section 2 Article II of the Lease shall be deemed to ---------- be a grant by the Lessee to the Lessor, the Agent and the Participants of a mortgage lien and security interest in and a mortgage lien on all of the Lessee's right, title and interest in and to the Properties (including Property and the right to exercise all remedies as are contained Collateral described in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Mortgage 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, for property (it being understood that the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease hereby mortgages and the other Operative Agreements warrants and Lessor holds title to the Properties so as to create and grant grants a first lien and prior security interest in each the Property pursuant and the Collateral described in the Mortgage to this Lease for the benefit of Lessor, the Administrative Agent under and the Assignment of Lease, Participants to secure to the Administrative Agent the obligations of Lessee under the Leaseloans); (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) 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 lawApplicable Law. The Lessor and the Lessee shall, to the extent consistent with this 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 and this Lease Supplement were deemed to create a security interest in the Properties Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law Applicable Law and will be maintained as such throughout the Term. Nevertheless. (d) Specifically, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding without limiting the generality of anything contained in this LeaseSection 5, the Operative Agreements Lessor and the Lessee further intend and agree that, for --------- purposes of filing federal, state and local returns, reports and other statements relating to income or the transactions contemplated hereby and therebyfranchise taxes, or made any representations other taxes imposed upon or warranties concerning measured by income, (i) the taxLessee shall be entitled to take any deduction, accounting credit, allowance or legal characteristics other reporting position consistent with its status as owner of the Operative AgreementsProperty; and (ii) the Lessor and the Participants shall take a position on their respective federal, state and local returns, reports and other statements relating to income or franchise taxes that is consistent with the Lessee's status as owner of the Property, provided that the Lessor and -------- any Participant may take a position that is inconsistent with the Lessee's status as owner of the Property if: (x) there has been a change in law or regulation so requiring as supported by an opinion of counsel reasonably acceptable to the Lessee that there is not substantial authority for such a consistent reporting position; or (y) (A) there has been an administrative or judicial holding that the Lessee is not the owner of the Property, (B) the Lessee has no right to contest such holding pursuant to Section 13.5 of the ------------ Participation Agreement, and that Lessee has obtained and relied(C) the Lessee's lack of right to contest is not the result of an Indemnitee's waiver of its right to indemnification pursuant to Section 13.5(b)(iii) of the Participation Agreement or failure of the amount at -------------------- issue to exceed the minimum amount set forth in Section 13.5(f)(iv)(B) of the ---------------------- Participation Agreement.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties Property and (C) Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, federal and all state and local income tax purposes, and for all other bankruptcy purposes (including the substantive law upon which bankruptcy proceedings are based), (A) this Lease will be treated as a financing arrangement, arrangement and (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner owners of property like such similar to the Property for such tax purposes. NeverthelessNotwithstanding the foregoing, Lessee acknowledges and agrees that none neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the Participants has made any representations or warranties to Lessee concerning the foregoing treatments under applicable accounting rules, tax, accounting bankruptcy, regulatory, commercial or legal characteristics real estate law or under any other set of rules. Lessee shall claim the Operative Agreements cost recovery deductions associated with the Property, and that Lessee has obtained and relied upon such taxLessor shall not, accounting and legal advice concerning to the Operative Agreements as it deems appropriate. The parties hereto will extent not prohibited by Law, take any on its tax return a position inconsistent with the intentions expressed hereinLessee's claim of such deductions. (b) In order to secure the obligations of Lessee now existing or hereafter arising under any and all Operative Agreements, pursuant hereto and to the Lease Supplement, Lessee hereby conveys, grants, assigns, transfers, hypothecates, mortgages and sets over to Lessor, for the benefit of the Secured Parties, a security interest (but subject only to the security interest in the assets granted by Lessor in favor of the Agent in accordance with the Security Agreement and the Mortgage Instruments) in and lien on all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Property, to the extent such is personal property and irrevocably grants and conveys a lien, deed of trust or mortgage, as applicable, on all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Property to the extent such is real property. Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's the obligations for of Lessee and/or the repayment of Construction Agent now existing or hereafter arising under the above-described loansOperative Agreements, (i) this Lease as supplemented by the Lease Supplement shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code respecting the Lessee's interest in the Property and all proceeds (including without limitation insurance proceeds thereof) to the extent such is personal property and an irrevocable grant and conveyance of a real property mortgage or lien, deed of trusttrust or mortgage, as applicable; , on the Lessee's interest in the Property and all proceeds (iiincluding without limitation insurance proceeds thereof) to the conveyance provided for in Section 2 shall be deemed extent such is real property and constitutes a grant by Lessee to Lessor of a security interest interest, lien, deed of trust or mortgage, as applicable, in and a mortgage lien on all of Lessee's right, title and interest in and to the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Property and all proceeds (including without limitation insurance proceeds thereof) 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, for the benefit of Lessor to secure Lessee's payment and an assignment of all amounts owed rents, profits and income produced by the Property. Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create further intend and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) agree that notifications to Persons holding such propertyproceeds, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee Lessee, when given, shall be deemed to have been given for the purpose of perfecting such the foregoing lien, security interest interest, mortgage lien or deed of trust, as applicable, under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, shall promptly take such actions as may be necessary (including without limitation the filing of Uniform Commercial Code Financing Statements, Uniform Commercial Code Fixture Filings and memoranda (or short forms) of this Lease and the Lease Supplement) to ensure thatthat the lien, if this Lease were deemed to create a security interest interest, mortgage lien or deed of trust, as applicable, in the Properties in accordance with this Section, such security interest would Property and the other items referenced above will be deemed to be a perfected lien, security interest interest, mortgage lien or deed of trust, as applicable, of first priority (subject to all liens and security interests granted to the Agent and/or the Primary Financing Parties under the Security Documents (other than this Lease)) under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "“operating lease" ” pursuant to Statement of Financial Accounting Standards (SFAS) Codification No. 13840, as LEASE amended, (B) Lessor will be treated as the owner for Lessee’s financial accounting purposes and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, federal and all state and local income tax purposes, commercial purposes, bankruptcy purposes and (other than as stated in the foregoing subsection (a)(i)) all other purposes (A) this Lease together with all other Operative Agreements will be treated as a financing arrangement, arrangement and (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner owners of property like such similar to the Property for such tax purposes. NeverthelessNotwithstanding the foregoing, Lessee acknowledges and agrees that none neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the Participants has made any representations or warranties to Lessee concerning the foregoing treatments under applicable accounting rules, tax, accounting bankruptcy, regulatory, commercial or legal characteristics real estate law or under any other set of rules. Lessee shall claim the Operative Agreements cost recovery deductions associated with the Property, and that Lessee has obtained and relied upon such taxLessor shall not, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not unless required by Law, take any on its tax return a position inconsistent with the intentions expressed hereinLessee’s claim of such deductions. (b) Lessor In order to secure the Company Obligations, Lessee hereby irrevocably conveys, grants, assigns, transfers, conveys and Lessee further intend and agree thatsets over to Lessor, for the purpose benefit of securing Lessee's obligations for the repayment of the above-described loansall Financing Parties, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest (but subject to the security interest in the assets granted by Lessee in favor of the Agent in accordance with the Security Agreement) in and a mortgage lien on Lessee's all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Properties (including Property, to the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) extent such is personal property and all proceeds thereof (including insurance proceeds). For purposes of the conversioncreation and enforcement of this Lease as a security agreement and a fixture filing with respect to the Property and all proceeds thereof (including insurance proceeds), voluntary or involuntary, Lessee is the debtor and Lessor is the secured party. The mailing addresses of the foregoing into cashdebtor (Lessee herein) and of the secured party (Lessor herein) from which information concerning security interests pursuant to this Lease may be obtained are as set forth on the signature pages of this Lease. A carbon, investments, securities photographic or other reproduction of this Lease or of any financing statement related to this Lease shall be sufficient as a financing statement for any of the purposes referenced in this Lease. Lessee authorizes Lessor and Agent, to file UCC financing statements, amendment financing statements and renewal financing statements without Lessee’s signature, as Lessor or Agent may determine to be necessary or appropriate to perfect and maintain the security interests granted herein, such security interests in favor of Lessor having been assigned by Lessor to Agent in connection with the Security Agreement. This xxxx xxxxx is subject to the lien granted pursuant to the Security Agreement. In order to secure the Company Obligations and for purposes of the creation and enforcement of this Lease as a deed of trust with respect to the Property and all proceeds thereof (including insurance proceeds), LESSEE, as deed of trust grantor, hereby grants, assigns, transfers, conveys and sets over a lien on all right, title and interest of Lessee (now owned or hereafter acquired) in the Property and all proceeds thereof (including insurance proceeds), to the extent such is real property, whether in the form of cashto First American Title Insurance Company (or any other Person appropriately designated from time to time by Lessor), investmentsas trustee, securities or other propertyIN TRUST AND WITH POWER OF SALE, for the benefit of Lessor to secure Lessee's payment of LESSOR, as beneficiary. The Lien on the Property and all amounts owed proceeds thereof (including insurance proceeds) granted and conveyed by Lessee under this Lease and the to First American Title Insurance Company (or any other Operative Agreements and Lessor holds title Person appropriately designated from time to the Properties so time by Lessor), as to create and grant a first lien and prior security interest in each Property trustee, pursuant to this Lease for the benefit and each memorandum of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to is and shall be a perfected security interest of first priority under applicable law and will be maintained as such throughout Lien. This xxxx xxxxx is subject to the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice lien granted pursuant to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedMortgage Instrument.

Ownership of the Property. (a) Lessor and Lessee intend It is the intent of the parties hereto that (i) for financial accounting purposes with respect to Lessee (A) this the Lease will be treated as constitutes an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor for purposes of the Properties bankruptcy and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will law, the transaction contemplated hereby is a financing arrangement. The parties further intend that Lessee shall be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties Property for income tax purposes and will shall be entitled to all tax benefits ordinarily available to an owner of property like such Property deductions for such tax purposesdepreciation thereof. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not Lessor shall take any position no action inconsistent with the intentions expressed hereinsuch treatment. (b) It is the intent of the parties hereto that (i) for all purposes other than financial accounting purposes, the obligations of the Lessee under this Lease to pay Capitalized Interest or Basic Rent and Supplemental Rent or Lease Balance in connection with any purchase of the Property pursuant to this Lease shall be treated as payments of interest on and principal of, respectively, loans from the Lessor to the Lessee, and (ii) this Lease grants to the Lessor a security interest and/or deed of trust/mortgage on the portions of the Property which constitute interests in real property, and a security interest and lien on the portions of the Property which do not constitute interests in real property, in each case to secure the Lessee's performance under and payment of all amounts under this Lease and the other Operative Documents. (c) Specifically, without limiting the generality of subsection (a) of this Section 30.1, the Lessor and the Lessee intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee and the Lessor, the transactions evidenced by this Lease are loans made by the Lessor as unrelated third party lender to the Lessee secured by the Property (it being understood that the Lessee hereby and pursuant to the terms of the Memorandum of Lease, mortgages, grants, bargains, sells, releases, confirms, conveys, assigns, transfers and sets over to the Lessor, and grants a security interest in, the Property (consisting of a fee mortgage with respect to all right, title and interest of the Lessee in and to the fee title to, and reversionary interest in, the Land and Improvements) and a leasehold mortgage on the Lessee's leasehold estate under this Lease, all to secure such loans, effective on the date hereof, to have and to hold such interests in the Property unto the Lessor and its successors and assigns, forever, provided always that these presents are upon the express condition that, if all amounts due under this Lease shall have been paid and satisfied in full, then this instrument and the estate hereby granted shall cease and become void. (d) Specifically, but without limiting the generality of subsection (b) of this Section 30.1, the Lessor and the Lessee further intend and agree that, with respect to that portion of the Property constituting personal property, for the purpose of securing the Lessee's obligations for the repayment of the above-described loansloans from the Lessor to the Lessee, (i) this Lease and the Memorandum of Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicableCode; (ii) the conveyance provided for in Section 2 hereby and by the Memorandum of Lease shall be deemed to be a grant by the Lessee to the Lessor of a lien and security interest in and a mortgage lien on all of the Lessee's present and future right, title and interest in and to such portion of the Properties (Property, including but not limited to the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor property to secure Lessee's payment of such loans, effective on the date hereof, to have and to hold such interests in the Property unto the Lessor and its successors and assigns, forever, provided always that these presents are upon the express condition that, if all amounts owed by Lessee due under this Lease shall have been paid and satisfied in full, then this instrument and the other Operative Agreements estate hereby granted shall cease and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Leasebecome void; (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) 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. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedsecurity

Ownership of the Property. (a) Lessor and Lessee intend that (i) ------------------------- for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties Property and (C) Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, state and local income tax and all other remedial purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the PropertiesProperty, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the PropertiesProperty, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner of property like such the Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (ba) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on the Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement Mortgage and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of the Lessor to secure the Lessee's payment of all amounts owed by the Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property (A) pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of the Lessee under the LeaseLease and (B) pursuant to the Mortgages to secure to the Agent the obligations of the Lessor under the Mortgages and the Notes; (iii) the possession by 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) notifications to Persons holding such property, and acknowledgmentsacknowledgements, 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Basic Term. Nevertheless, Lessee acknowledges and agrees that no Participant none of Lessor, Investors, the Trust Company, Agent, or any Lender has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedrelied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. (b) Lessor and Lessee further intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee or Lessor, the transactions evidenced by this Lease shall be regarded as loans made by an unrelated third party lender to Lessee.

Ownership of the Property. (a) Lessor and Lessee intend that It is the intent of the parties hereto that: (i) for financial accounting purposes with respect to Lessee (A) this the Lease will be treated as constitutes an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amendedamended and interpreted, (B) Lessor will be treated as the owner and lessor for purposes of the Properties Lessee's financial reporting, and (C) Lessee will be treated as the lessee of the Properties, but (ii) for purposes of federal, state state, and local income or franchise taxes (and for any other tax imposed on or measured by income) and all other purposes (A) this documentary, intangibles and transfer taxes, the transaction contemplated hereby and by the Lease will be treated as is a financing arrangement, (B) arrangement and preserves ownership in the Lenders will be treated as senior lenders making loans to Lessee Property in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like Lessee. The parties shall take no action inconsistent with such Property for such tax purposesintention. Nevertheless, the Lessee acknowledges and agrees that none of neither the Participants Agent, the Lessor nor any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Anything to the contrary in the Operative Documents notwithstanding, the Lessor and the Lessee intend and agree that with respect to the nature of the transactions evidenced by the Lease in the context of the exercise of remedies under the Operative Documents, including, without limitation, in the case of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof or any foreign country affecting the Lessee, the Lessor, or any Participant or any enforcement or collection actions arising out of or relating to bankruptcy or insolvency laws, (i) the transactions evidenced by the Lease shall be deemed to be loans made by the Lessor and the Participants to the Lessee secured by the Property, (ii) the obligations of the Lessee under the Lease to pay Basic Rent, Supplemental Rent, Asset Termination Value, Existing Facility and Tenant Improvements Residual Value Guarantee Amount or Expansion Improvements Residual Value Guarantee Amount in connection with a purchase of the Property pursuant to the Lease shall be treated as payments of interest on (with respect to Rent), and principal of (with respect to all other such payments), loans from the Lessor and the Participants to the Lessee, and (iii) the Lease grants a security interest and mortgage or deed of trust lien, as the case may be, in the Property to the Lessor and the Lease has been assigned by the Lessor to the Agent for the benefit of the Participants to secure the Lessee's performance under and payment of all amounts under the Lease and the other Operative Documents. (c) Specifically, without limiting the generality of SUBSECTIONS (a) and (b) of this SECTION 5, the parties hereto intend and agree that, for purposes of filing federal, state and local returns, reports and other statements relating to income or franchise taxes, or any other taxes imposed upon or measured by income, (i) the Lessee shall be entitled to take any deduction, credit, allowance or other reporting position consistent with its status as owner of the Property; and (ii) neither the Lessor nor any Participant shall take an initial position on its federal, state and local returns, reports and other statements relating to income or franchise taxes that is inconsistent with the Lessee's status as owner of the Property. (d) If the transactions evidenced by this Agreement and the other Operative Documents can no longer be treated as an operating lease pursuant to GAAP for accounting purposes, all provisions in the Operative Documents limiting the Lessee's obligation to pay the Asset Termination Value (including the Remarketing Option) on the Expiration Date shall no longer apply. If any such change in accounting treatment shall occur, the Lessee, the Lessor, the Agent and the Participants shall negotiate in good faith to enter into such amendments to the Operative Documents as may be reasonably necessary or desirable to reflect the foregoing. (e) In the event that, after the date hereof, the UCC as enacted and in effect in any applicable jurisdiction shall be revised or amended, the Lessee, the Lessor, the Agent and the Participants shall negotiate in good faith to enter into such amendments to the Operative Documents as may be reasonably necessary or desirable to effect the intended purposes of the Lease and the other Operative Documents in light of the effect of such revisions or amendments. (f) Specifically, without limiting the generality of subsection (b) of this SECTION 5, in order to secure the Lessee's obligation to pay Basic Rent, Supplemental Rent, Asset Termination Value, the Residual Value Guarantee Amount, the Purchase Option Price and all other obligations owing by the Lessee under the Operative Documents (the "OBLIGATIONS"), the Lessee hereby grants, remises, releases, aliens, conveys, transfers, mortgages, assigns and warrants to the Trustee for the benefit of the Lessor, WITH POWER OF SALE and right of entry and possession, all of the Lessee's right, title and interest in and to the following (collectively, the "COLLATERAL"): (i) all right, title and interest of the Lessee in and to the Property, including, without limitation, the property described on Schedule 1 hereto, or any part thereof and the reversions, remainders, rents, issues and profits thereof; (ii) all right, title and interest of the Lessee in and to all Fixtures and Improvements and all substitutes and replacements of, and all additions and improvements to, the Improvements and the Fixtures, subsequently acquired by the Lessee or constructed, assembled or placed by Lessee on the Land Interest, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Property or offsite, and, in each such case, without any further mortgage, deed of trust, conveyance, assignment or other act by the Lessee; (iii) all right, title and interest of the Lessee in, to and under all books and records relating to or used in connection with the operation of the Property or the Fixtures or any part thereof and the Equipment (other than any records related to the business conducted from the Property); (iv) all right, title and interest of the Lessee in and to all insurance policies (including title insurance policies) required to be maintained by the Lessee pursuant to this Lease, including the right to collect and receive such proceeds; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the owner of the Property for the taking by eminent domain, condemnation or otherwise, of all or any part of the Property or any easement or other right therein, all to the extent the same are assignable by the Lessee; (v) all right, title and interest of the Lessee in and to (i) all governmental consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Property or any part thereof, provided that any such consent, license, permit, certificate or approval that by its terms or by operation of law would become void, voidable, terminable or revocable or would result in a breach or default thereunder or under any applicable law if subjected to the lien granted pursuant to this clause (v) is expressly excepted and excluded from this clause (v) to the extent necessary to avoid such result, and (ii) all plans and specifications relating to the Property, in each case to the extent assignable; (vi) all Rent and all other rents, payments, purchase prices, receipts, revenues, issues and profits payable under the Lease or pursuant to any other lease with respect to the Property; (vii) all proceeds, both cash and noncash, of the foregoing and any items acquired in substitution of, or replacement for, any of the foregoing; and (viii) all right, title and interest of the Lessee in and to all of the Operative Documents, including, without limitation, this Lease Supplement, the Restated Lease Supplement and the Equipment Schedules, regardless of whether the interest of the Lessee therein is that of lessee, sublessee, sublessor or borrower. (g) Specifically, without limiting the generality of subsection (b) of this SECTION 5, the Lessor and the Lessee further intend and agree that, for the purpose of securing the Lessee's obligations for the repayment of the above-described loansloans from the Lessor and the Participants to the Lessee, (i) this the Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code (and specifically, a construction mortgage, as said term is defined in Section 9-313(1)(c) of the Uniform Commercial Code), a fixture filing and a real property mortgage or deed of trust, as applicabletrust of the Property; (ii) the conveyance provided for in Section 2 Article II of the Lease shall be deemed to be a grant by the Lessee to the Lessor, assigned by the Lessor to the Agent for the benefit of the Participants, of a mortgage or deed of trust, as applicable, lien and security interest in and a mortgage lien on all of the Lessee's right, title and interest in and to the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Property, 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, for property (it being understood that the benefit of Lessee hereby mortgages and warrants and grants a security interest in the Property to Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Leaseloans); (iii) the possession by the Lessor or any of its agents of any notes and such other items of property the Collateral 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 the Lessee shall be deemed to have been given for the purpose of perfecting such security interest under applicable lawApplicable Law. The Lessor and the Lessee shall, to the extent consistent with this 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 this the Lease were deemed to create a Lien and/or security interest in the Properties Property in accordance with this Section, such Lien and/or security interest would be deemed to be a perfected Lien and/or security interest of first priority (except as to Permitted Exceptions) under applicable law Applicable Law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied.

Ownership of the Property. (a) Lessor and Lessee intend that It is the intent of the parties hereto that: (i) for financial accounting purposes with respect to Lessee (A) this the Lease will be treated as constitutes an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amendedamended and interpreted, (B) Lessor will be treated as the owner and lessor for purposes of the Properties Lessee's financial reporting, and (C) Lessee will be treated as the lessee of the Properties, but (ii) for purposes of federal, state state, and local income or franchise taxes and for any other tax imposed on or measured by income, the transaction contemplated hereby and all other purposes (A) this by the Lease will be treated as is a financing arrangement, (B) arrangement and preserves ownership in the Lenders will be treated as senior lenders making loans to Lessee Property in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like Lessee. The parties shall take no action inconsistent with such Property for such tax purposesintention. Nevertheless, the Lessee acknowledges and agrees that none of neither the Participants Agent, the Lessor nor any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Anything to the contrary in the Operative Documents notwithstanding, the Lessor and the Lessee intend and agree that with respect to the nature of the transactions evidenced by the Lease in the context of the exercise of remedies under the Operative Documents, including, without limitation, in the case of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof or any foreign country affecting the Lessee, the Lessor, or any Participant or any enforcement or collection actions arising out of or relating to bankruptcy or insolvency laws, (i) the transactions evidenced by the Lease shall be deemed to be loans made by the Lessor and the Participants as unrelated third party lenders to the Lessee secured by the Property, (ii) the obligations of the Lessee under the Lease to pay Basic Rent, Supplemental Rent, Asset Termination Value or Land Residual Value Guarantee Amount or the Improvements Residual Value Guarantee Amount in connection with a purchase of the Property pursuant to the Lease shall be treated as payments of interest on and principal of, respectively, loans from the Lessor and the Participants to the Lessee, and (iii) the Lease grants a security interest and mortgage or deed of trust or lien, as the case may be, in the Property to the Lessor and assigned by the Lessor to the Agent for the benefit of the Participants to secure the Lessee's performance under and payment of all amounts under the Lease and the other Operative Documents. (c) Specifically, without limiting the generality of subsections (a) and ------------------- (b) of this Section 5, the parties hereto intend and agree that, for purposes of --- --------- filing federal, state and local returns, reports and other statements relating to income or franchise taxes, or any other taxes imposed upon or measured by income, (i) the Lessee shall be entitled to take any deduction, credit, allowance or other reporting position consistent with its status as owner of the Property; and (ii) neither the Lessor nor any Participant shall take an initial position on its federal, state and local returns, reports and other statements relating to income or franchise taxes that is inconsistent with the Lessee's status as owner of the Property. (d) If the transactions evidenced by this Agreement and the other Operative Documents can no longer be treated as an operating lease pursuant to GAAP for accounting purposes, all provisions in the Operative Documents limiting the Lessee's obligation to pay the Asset Termination Value (including the Remarketing Option) on the Expiration Date shall no longer apply. If any such change in accounting treatment shall occur, the Lessee, the Lessor, the Agent and the Participants shall negotiate in good faith to enter into such amendments to the Operative Documents as may be reasonably necessary or desirable to reflect the foregoing. (e) In the event that, after the date hereof, the UCC as enacted and in effect in any applicable jurisdiction shall be revised or amended, the Lessee, the Lessor, the Agent and the Participants shall negotiate in good faith to enter into such amendments to the Operative Documents as may be reasonably necessary or desirable to reflect or otherwise address such revisions or amendments. (i) all right, title and interest of the Lessee in and to the Property or any part thereof and the reversions, remainders, rents, issues and profits thereof; (ii) all right, title and interest of the Lessee in and to all substitutes and replacements of, and all additions and improvements to, the Improvements and the Fixtures, subsequently acquired by the Lessee or constructed, assembled or placed by Lessee on the Land Interest, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Property or offsite, and, in each such case, without any further mortgage, conveyance, assignment or other act by the Lessee; (iii) all right, title and interest of the Lessee in, to and under all books and records relating to or used in connection with the operation of the Property or the Fixtures or any part thereof and the Equipment; (iv) all right, title and interest of the Lessee in and to all insurance policies (including title insurance policies) required to be maintained by the Lessee pursuant to this Lease, including the right to collect and receive such proceeds; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the owner of the Property for the taking by eminent domain, condemnation or otherwise, of all or any part of the Property or any easement or other right therein; (v) all right, title and interest of the Lessee in and to (i) all consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Property or any part thereof, provided that any such -------- consent, license, permit, certificate or approval that by its terms or by operation of law would become void, voidable, terminable or revocable or would result in a breach or default thereunder or under any applicable law if subjected to the lien granted pursuant to this clause (v) is expressly ---------- excepted and excluded from this clause (v) to the extent necessary to avoid ---------- such result, and (ii) all plans and specifications relating to the Property, in each case to the extent assignable; (vi) all Rent and all other rents, payments, purchase prices, receipts, revenues, issues and profits payable under this Lease or pursuant to any other lease with respect to the Property; (vii) all proceeds, both cash and noncash, of the foregoing and any items acquired in substitution of, or replacement for, any of the foregoing; and (viii) all right, title and interest of the Lessee in and to all of the Operative Documents, including, without limitation, the Lease Supplement and the Equipment Schedules, regardless of whether the interest of the Lessee therein is that of lessee, sublessee, sublessor or borrower. (g) Specifically, without limiting the generality of subsection (b) of this Section 5, the Lessor and the Lessee further intend and agree that, for the --------- purpose of securing the Lessee's obligations for the repayment of the above-described loansloans from the Lessor and the Participants to the Lessee, (i) this the Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code (and specifically, a construction mortgage, as said term is defined in Section 9-313(1)(c) of the Uniform Commercial Code), a fixture filing and a real property mortgage or deed of trust, as applicabletrust of the Property; (ii) the conveyance provided for in Section 2 Article II of the Lease shall be deemed to be a grant by the Lessee to the Lessor and assigned by the Lessor to the Agent for the benefit of the Participants, of a mortgage lien and security interest in and a mortgage lien on all of the Lessee's right, title and interest in and to the Properties (including Property, except to the right to exercise extent that all remedies as are contained or a portion of the Property is released from the Lease in accordance with the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Operative Documents, 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, for property (it being understood that the benefit of Lessee hereby mortgages and warrants and grants a security interest in the Property to Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Leaseloans); (iii) the possession by the Lessor or any of its agents of any notes and such other items of property the Collateral 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 the Lessee shall be deemed to have been given for the purpose of perfecting such security interest under applicable lawApplicable Law. The Lessor and the Lessee shall, to the extent consistent with this 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 this the Lease were deemed to create a security interest in the Properties Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law Applicable Law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, and all EITF pronouncements pursuant thereto, (B) Lessor will be treated as the owner and lessor of the Properties Property and (C) Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for all federal, state and local taxes, income tax taxes, franchise taxes, withholding taxes, any other taxes measured by net income and for property, sales, use and transfer taxes and all other purposes (other than for financial accounting purposes) (A) this Lease will be treated as a financing arrangement, (B) the Lenders SPC (or the Banks or CP Holders directly) will be treated as a senior lenders lender making loans to Lessee in an amount equal to the SPC Loans, which SPC Loans will be are secured by the PropertiesProperty, (C) Lessor (or Investors) will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the PropertiesProperty, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner of property like such the Property for such tax purposes. Nevertheless, Lessee acknowledges and Each of the parties agrees that none of it will report the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of transactions contemplated by the Operative Agreements on all applicable Tax returns, reports and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent statements in a manner consistent with the intentions intention of the parties expressed hereinin this Section 7.1(a) and in the Trust Agreement unless, as a result of an action initiated against it by a taxing authority, such party determines in its reasonable discretion to report the transaction in a manner consistent with the action taken by such taxing authority; provided that a change in income tax reporting shall be made only as a result of an action taken against such party by a taxing authority with respect to income taxes. (b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance leasing provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on the Lessee's right, title and interest in the Properties Property (including the right to exercise all remedies as are contained in the applicable Lease Supplement Mortgage and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of the Lessor to secure the Lessee's payment of all amounts owed by the Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties Property so as to create and grant a first lien and prior security interest in each the Property (A) pursuant to this Lease for the benefit of the Administrative Agent SPC under the Assignment of Lease, to secure to the Administrative Agent SPC the obligations of the Lessee under the LeaseLease and (B) pursuant to the Mortgage to secure to the SPC the obligations of the Lessor under the Mortgage and the SPC Notes (subject to the release and reconveyance provisions therein, including those applicable in the event Lessee duly delivers the Maturity Date Election Notice or as provided in Section 21 hereof); (iii) the possession by 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 9-305 313 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgmentsacknowledgements, 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, . (c) Lessor and Lessee acknowledges further intend and agrees agree that no Participant has provided in the event of any insolvency or will provide tax, accounting receivership proceedings or legal advice to a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee regarding this Leaseor Lessor, the Operative Agreements or the transactions contemplated hereby and thereby, or evidenced by this Lease shall be regarded as loans made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedby an unrelated third party lender to Lessee.

Ownership of the Property. (a) The Lessor and the Lessee intend ------------------------- that (i) for financial accounting purposes with respect to the Lessee (A) this the Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) the Lessor will be treated as the owner and lessor of the Properties Property and (C) the Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, federal and all state and local income tax and all other purposes (A) the transaction contemplated by the Lease and this Lease will be treated as Supplement is a financing arrangementsecured borrowing, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner owners of property like such similar to the Property for such tax purposespurposes and (C) all payments of Basic Rent shall be deemed to be interest payments and (iii) in the context of insolvency or bankruptcy proceedings affecting the Lessee, the transaction contemplated by the Lease and this Lease Supplement is a secured borrowing. NeverthelessNotwithstanding the foregoing, Lessee acknowledges and agrees that none neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the Participants has made any representations foregoing treatments under applicable accounting rules or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriatetax rules. The parties hereto will Lessee shall claim the cost recovery deductions associated with the Property, and the Lessor shall not, to the extent not prohibited by Law, take any on its tax return a position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend Lessee's claim of such deductions. The parties acknowledge and agree that, for that the purpose characterization of securing the transaction and the Lessee's obligations for as provided in this Section 4 shall not diminish the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in express rights under the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of LeaseAgreements, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by Lessor or any of its agents of notes and such other items of property as constitute instrumentsincluding, 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Leasewithout limitation, the Operative Agreements or Lessee's right to purchase the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedProperty.

Ownership of the Property. (a) Lessor and Lessee intend that It is the intent of the parties hereto that: (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as constitutes an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner for purposes of Lessee's financial reporting, and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for purposes of federal, state state, and local income or franchise taxes and for any other tax and all other purposes (A) this Lease will be treated as imposed on or measured by income, the transaction contemplated hereby is a financing arrangement, (B) arrangement and preserves ownership in the Lenders will be treated as senior lenders making loans to Lessee Property in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposesLessee. Nevertheless, the Lessee acknowledges and agrees that none of neither the Participants Agent, the Lessor nor any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Anything to the contrary in the Operative Documents notwithstanding, the Lessor and the Lessee intend and agree that with respect to the nature of the transactions evidenced by (c) Specifically, without limiting the generality of subsection (b) of this Section 7.1, the Lessor and the Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, that (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicableCode; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (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, (iii) Lessee does hereby grant and assign to Lessor a security interest in and to all right, title and interest of the Lessee in and to the Property as collateral for the payment of all amounts payable by Lessee under this Lease and the Operative Documents; 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 lawApplicable Law. The Lessor and the 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 Properties Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law Applicable Law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied.

Ownership of the Property. (a) Lessor and Lessee intend that It is the intent of the parties hereto that: (i) for financial accounting purposes with respect to Lessee (A) this the Lease will be treated as constitutes an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amendedamended and interpreted, (B) Lessor will be treated as the owner and lessor for purposes of the Properties Lessee's financial reporting, and (C) Lessee will be treated as the lessee of the Properties, but (ii) for purposes of federal, state state, and local income or franchise taxes (and for any other tax imposed on or measured by income) and all other purposes (A) this documentary, intangibles and transfer taxes, the transaction contemplated hereby and by the Lease will be treated as is a financing arrangement, (B) arrangement and preserves ownership in the Lenders will be treated as senior lenders making loans to Lessee Property in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like Lessee. The parties shall take no action inconsistent with such Property for such tax purposesintention. Nevertheless, the Lessee acknowledges and agrees that none of neither the Participants Agent, the Lessor nor any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Anything to the contrary in the Operative Documents notwithstanding, the Lessor and the Lessee intend and agree that with respect to the nature of the transactions evidenced by the Lease in the context of the exercise of remedies under the Operative Documents, including, without limitation, in the case of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof or any foreign country affecting the Lessee, the Lessor, or any Participant or any enforcement or collection actions arising out of or relating to bankruptcy or insolvency laws, (i) the transactions evidenced by the Lease shall be deemed to be loans made by the Lessor and the Participants to the Lessee secured by the Property, (ii) the obligations of the Lessee under the Lease to pay Basic Rent, Supplemental Rent, Asset Termination Value or Existing Facility and Tenant Improvements Residual Value Guarantee Amount or Expansion Improvements Residual Value Guarantee Amount in connection with a purchase of the Property pursuant to the Lease shall be treated as payments of interest on (with respect to Rent), and principal of (with respect to all other such payments), respectively, loans from the Lessor and the Participants to the Lessee, and (iii) the Lease grants a security interest and mortgage or deed of trust lien, as the case may be, in the Property to the Lessor and the Lease has been assigned by the Lessor to the Agent for the benefit of the Participants to secure the Lessee's performance under and payment of all amounts under the Lease and the other Operative Documents. (c) Specifically, without limiting the generality of SUBSECTIONS (a) AND (b) of this SECTION 5, the parties hereto intend and agree that, for purposes of filing federal, state and local returns, reports and other statements relating to income or franchise taxes, or any other taxes imposed upon or measured by income, (i) the Lessee shall be entitled to take any deduction, credit, allowance or other reporting position consistent with its status as owner of the Property; and (ii) neither the Lessor nor any Participant shall take an initial position on its federal, state and local returns, reports and other statements relating to income or franchise taxes that is inconsistent with the Lessee's status as owner of the Property. (d) If the transactions evidenced by this Agreement and the other Operative Documents can no longer be treated as an operating lease pursuant to GAAP for accounting purposes, all provisions in the Operative Documents limiting the Lessee's obligation to pay the Asset Termination Value (including the Remarketing Option) on the Expiration Date shall no longer apply. If any such change in accounting treatment shall occur, the Lessee, the Lessor, the Agent and the Participants shall negotiate in good faith to enter into such amendments to the Operative Documents as may be reasonably necessary or desirable to reflect the foregoing. (e) In the event that, after the date hereof, the UCC as enacted and in effect in any applicable jurisdiction shall be revised or amended, the Lessee, the Lessor, the Agent and the Participants shall negotiate in good faith to enter into such amendments to the Operative Documents as may be reasonably necessary or desirable to effect the intended purposes of the Lease and the other Operative Documents in light of the effect of such revisions or amendments. (f) Specifically, without limiting the generality of subsection (b) of this SECTION 5, in order to secure the Lessee's obligation to pay Basic Rent, Supplemental Rent, Asset Termination Value, the Residual Value Guarantee Amount, the Purchase Option Price, and all other obligations owing by the Lessee under the Operative Documents (the "OBLIGATIONS"), the Lessee hereby grants, remises, releases, aliens, conveys, transfers, mortgages, assigns and warrants to the Trustee for the benefit of the Lessor, WITH POWER OF SALE and right of entry and possession, all of the Lessee's right, title and interest in and to the following (collectively, the "COLLATERAL"): (i) all right, title and interest of the Lessee in and to the Property, including, without limitation, the property described on Schedule 1 hereto, or any part thereof and the reversions, remainders, rents, issues and profits thereof; (ii) all right, title and interest of the Lessee in and to all Fixtures and Improvements and all substitutes and replacements of, and all additions and improvements to, the Improvements and the Fixtures, subsequently acquired by the Lessee or constructed, assembled or placed by Lessee on the Land Interest, immediately upon such acquisition, release, construction, assembling or placement, including, without limitation, any and all building materials whether stored at the Property or offsite, and, in each such case, without any further mortgage, deed of trust, conveyance, assignment or other act by the Lessee; (iii) all right, title and interest of the Lessee in, to and under all books and records relating to or used in connection with the operation of the Property or the Fixtures or any part thereof and the Equipment (other than any records related to the business conducted from the Property); (iv) all right, title and interest of the Lessee in and to all insurance policies (including title insurance policies) required to be maintained by the Lessee pursuant to this Lease, including the right to collect and receive such proceeds; and all awards and other compensation, including the interest payable thereon and the right to collect and receive the same, made to the owner of the Property for the taking by eminent domain, condemnation or otherwise, of all or any part of the Property or any easement or other right therein, all to the extent the same are assignable by the Lessee; (v) all right, title and interest of the Lessee in and to (i) all governmental consents, licenses, building permits, certificates of occupancy and other governmental approvals relating to construction, completion, occupancy, use or operation of the Property or any part thereof, PROVIDED that any such consent, license, permit, certificate or approval that by its terms or by operation of law would become void, voidable, terminable or revocable or would result in a breach or default thereunder or under any applicable law if subjected to the lien granted pursuant to this CLAUSE (v) is expressly excepted and excluded from this CLAUSE (v) to the extent necessary to avoid such result, and (ii) all plans and specifications relating to the Property, in each case to the extent assignable; (vi) all Rent and all other rents, payments, purchase prices, receipts, revenues, issues and profits payable under the Lease or pursuant to any other lease with respect to the Property; (vii) all proceeds, both cash and noncash, of the foregoing and any items acquired in substitution of, or replacement for, any of the foregoing; and (viii) all right, title and interest of the Lessee in and to all of the Operative Documents, including, without limitation, this Lease Supplement, the Restated Lease Supplement and the Equipment Schedules, regardless of whether the interest of the Lessee therein is that of lessee, sublessee, sublessor or borrower. (g) Specifically, without limiting the generality of subsection (b) of this SECTION 5, the Lessor and the Lessee further intend and agree that, for the purpose of securing the Lessee's obligations for the repayment of the above-described loansloans from the Lessor and the Participants to the Lessee, (i) this the Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code (and specifically, a construction mortgage, as said term is defined in Section 9-313(1)(c) of the Uniform Commercial Code), a fixture filing and a real property mortgage or deed of trust, as applicabletrust of the Property; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedin

Ownership of the Property. (a) Lessor and Lessee intend that It is the intent of the parties hereto that: (i) for financial accounting purposes with respect to Lessee (A) this the Lease will be treated as constitutes an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner for purposes of Lessee's financial reporting, and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federalpurposes of Federal, state and local income tax tax, the transaction contemplated hereby and all other purposes (A) this by the Lease will be treated as is a financing arrangement, (B) arrangement and preserves ownership in the Lenders will be treated as senior lenders making loans to Lessee Property in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposesLessee. Nevertheless, Lessee acknowledges and agrees that none of neither the Participants Agent, Lessor nor any Participant has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will Accordingly, and notwithstanding any provision of this Lease to the contrary, Lessor and Lessee agree and declare that: (i) the transactions contemplated hereby are intended to have a dual, rather than a single, form; and (ii) all references in this Lease to the "lease" of the Property which fail to reference such dual form do so as a matter of convenience only and do not take any position inconsistent with reflect the intentions expressed hereinintent of Lessor and Lessee as to the true form of such arrangements. (b) Anything to the contrary in the Operative Documents notwithstanding, Lessor and Lessee intend that with respect to the nature of the transactions evidenced by the Lease in the context of the exercise of remedies under the Operative Documents, including, without limitation, in the case of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, Lessor or any Participant or any enforcement or collection actions, as follows: (i) the transactions evidenced by the Lease are loans made by Lessor and the Participants as unrelated third party lenders to Lessee secured by the Property, (ii) the obligations of Lessee under the Lease to pay Basic Rent and Supplemental Rent or Asset Termination Value in connection with any purchase of the Property pursuant to the Lease shall be treated as payments of interest on and principal of, respectively, loans from Lessor and the Participants to Lessee, and (iii) the Lease grants a security interest and mortgage or deed of trust or lien, as the case may be, in the Property and the collateral described in the Property to Lessor, the Agent and the Participants to secure the Lessee Obligations. (c) Specifically, without limiting the generality of anything contained in this Section 5, Lessor and Lessee further intend and agree that, for the purpose purposes of securing Lessee's obligations for the repayment of the above-described loansfiling federal, state and local returns, reports and other statements relating to income or franchise taxes, or any other taxes imposed upon or measured by income, (i) this Lease Lessee shall also be deemed entitled to be a security agreement and financing statement within the meaning of Article 9 take any deduction, credit, allowance or other reporting position consistent with its status as owner of the Uniform Commercial Code Property; and a real property mortgage or deed of trust, as applicable; (ii) neither Lessor nor the conveyance provided for in Section 2 Participants shall be deemed take a grant of a security interest in position on their respective federal, state and a mortgage lien on local returns, reports and other statements relating to income or franchise taxes that is inconsistent with Lessee's rightstatus as owner of the Property, title provided that Lessor and interest any Participant may take a position that is inconsistent with Lessee's status as owner of the Property if: (x) there has been a change in law or regulation so requiring as supported by an opinion of counsel reasonably acceptable to Lessee that there is not substantial authority for such a consistent reporting position; or (y) (A) there has been an administrative or judicial holding that Lessee is not the Properties owner of the Property for such tax purposes, (including the B) Lessee has no right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by Lessor or any of its agents of notes and contest 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 holding pursuant to Section 9-305 13.5 of the Uniform Commercial Code; Participation Agreement, and (ivC) notifications Lessee's lack of right to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicablecontest is not the result of an Indemnitee's waiver of its right to indemnification pursuant to Section 13.5(f)(iii) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided Participation Agreement or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics failure of the Operative Agreements, and that Lessee has obtained and reliedamount at issue to exceed the minimum amount set forth in Section 13.5(f)(iv)(B) of the Participation Agreement.

Ownership of the Property. (a) Lessor and Lessee intend that (i) ------------------------- for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties Property and (C) Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the PropertiesProperty, (C) Lessor Investor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the PropertiesProperty, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner of property like such the Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on the Lessee's right, title and interest in the Properties Property (including the right to exercise all remedies as are contained in the applicable Lease Supplement Mortgage and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of the Lessor to secure the Lessee's payment of all amounts owed by the Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties Property so as to create and grant a first lien and prior security interest in each the Property (A) pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of the Lessee under the LeaseLease and (B) pursuant to the Mortgage to secure to the Agent the obligations of the Lessor under the Mortgage and the Notes; (iii) the possession by 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) notifications to Persons holding such property, and acknowledgmentsacknowledgements, 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Basic Term. Nevertheless, Lessee acknowledges and agrees that no Participant none of Lessor, Investor, the Trust Company, Agent, or any Lender has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedrelied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. (c) Lessor and Lessee further intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee or Lessor, the transactions evidenced by this Lease shall be regarded as loans made by an unrelated third party lender to Lessee.

Ownership of the Property. (a) Lessor Landlord and Lessee intend Tenant acknowledge and agree that they have executed and delivered this Master Lease with the understanding that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement the Property is the property of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but Landlord; (ii) for federal, state Tenant has only the right to the possession and local income tax use of the Property upon the terms and all other purposes conditions of this Master Lease; (Aiii) this Master Lease will be treated as is a “true lease,” is not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, or any other agreement or arrangement other than a “true lease,” and the economic realities of this Master Lease are those of a “true lease”; (Biv) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured business relationship created by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Propertiesthis Master Lease and any related documents is, and at all times shall remain, that of landlord and tenant, and shall not create or constitute the relationship of borrower and lender; (Dv) Lessee will be treated as this Master Lease has been entered into by each party in reliance upon the owner of the Properties mutual covenants, conditions and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposes. Nevertheless, Lessee acknowledges agreements contained herein; and agrees that (vi) none of the Participants has made covenants, conditions or agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership between Landlord and Tenant, to make them joint venturers, to make Tenant an agent, legal representative, partner, subsidiary or employee of Landlord, or to make Landlord in any representations way responsible for the debts, obligations or warranties to Lessee concerning the tax, accounting or legal characteristics losses of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed hereinTenant. (b) Lessor and Lessee further intend and agree that, for Neither Landlord nor any Indemnified Parties has made any representation or warranty to Tenant as it relates to the purpose compliance of securing Lessee's obligations for this transaction with any regulations applicable to the repayment sale of the above-described loansProperty by Tenant to Landlord pursuant to that certain Agreement for Purchase and Sale of Property with an Effective Date (as defined therein) of April 16, 2024 (ithe “Sale Agreement”) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 subsequent leaseback of the Uniform Commercial Code and a real property mortgage or deed of trustProperty by Tenant as contemplated herein (collectively, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise “Sale-Leaseback Regulations”). Tenant has obtained all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions required regulatory approvals as may be necessary or appropriate in connection with the transaction contemplated by the Sale Agreement and this Master Lease, and Tenant is entering the transaction contemplated by the Sale Agreement and this Master Lease solely relying on, and after full review of, their own due diligence and not on the basis of any statement made by Landlord or any Indemnified Parties. To the fullest extent permitted by applicable law, Tenant shall indemnify and hold harmless Landlord and the Indemnified Parties from and against any and all claims, losses, damages, expenses and other liabilities arising with respect to ensure thatthe Sale-Leaseback Regulations (collectively referred to as “Regulatory Claims” and individually as a “Regulatory Claim”), if including, as incurred, all attorneys’ fees that Tenant, Xxxxxx’s Parent or any Affiliates thereof may incur that arise out of or in connection with the Tenant’s breach of any representation, warranty or other obligation in this Lease were deemed Section 6.1(b). Landlord shall promptly notify Tenant of any Regulatory Claim filed against Landlord or any Indemnified Party, and Tenant shall defend Landlord and the Indemnified Parties, at the request of Landlord or any one or more of the Indemnified Parties, with counsel reasonably satisfactory to create a security interest in Landlord or the Properties in accordance with applicable Indemnified Parties making the request. The terms of this Section, such security interest would be deemed to be a perfected security interest Section 6.1(b) shall survive the expiration or earlier termination of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied.

Ownership of the Property. (a) Lessor and Lessee intend that It is the intent of the parties hereto that: (i) for financial accounting purposes with respect the transaction contemplated hereby preserves ownership in the Property to Lessee for purposes of Federal and state income tax and bankruptcy purposes, (Aii) this Lease will Lessee, pursuant to the Lease, grants a security interest or lien, as the case may be, in the Property and the other Collateral to the Lessor, (iii) for purposes of Federal and state income tax and bankruptcy purposes, among others, the payment by Lessee of Basic Rent shall be treated as an "operating lease" pursuant to Statement payments of Financial Accounting Standards (SFAS) No. 13interest, as LEASE amended, (B) Lessor will and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as the owner and lessor repayments of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Propertiesprincipal, and (Div) Lessee will be treated as the owner Assignment of Lease creates a lien and security interest in the Properties and will be entitled Lease, subject to all tax benefits ordinarily available to an owner of property like such Property for such tax purposescertain limited exceptions. Nevertheless, Lessee acknowledges and agrees that none of neither Lessor nor Administrative Agent has provided or will provide tax, accounting or legal advice to Lessee regarding the Participants has Overall Transaction or made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree thatTitle to the Property shall remain in Lessor, as security for the purpose obligations of securing Lessee's obligations for Lessee under the repayment Lease and under each of the above-described loansother Operative Documents to which it is a party until such time as Lessee shall have fulfilled all of its obligations under the Lease and under such other Operative Documents. Lessee hereby assigns, (i) this Lease shall also be deemed grants, mortgages, warrants and pledges, and reaffirms its prior assignment, grant, mortgage, warrant and pledge under the Original Lease, with mortgage covenants to be the Lessor a security agreement mortgage lien and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on against all of Lessee's right, title and interest interest, if any, whether now or hereafter existing or acquired, in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease Property and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, Collateral to secure to the Administrative Agent the payment and performance of all obligations of Lessee now or hereafter existing under the Lease or any other Operative Document. This grant of mortgage is on the STATUTORY CONDITION. Lessee shall, at its expense, do any further act and execute, acknowledge, deliver, file, register and record any further documents which any may reasonably request in order to protect its title to and perfected Lien in the Property and the other Collateral, subject to no Liens other than Permitted Liens, and Lessor's rights and benefits under the Lease; (iii) the possession by 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) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of . Lessee shall be deemed promptly and duly execute and deliver to have been given for the purpose of perfecting Lessor such security interest under applicable law. Lessor documents and Lessee shall, to the extent consistent with this Lease, assurances and take such further actions as any Participant may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedfrom

Ownership of the Property. (a) Lessor and Lessee intend that It is the intent of the parties hereto ------------------------- that: (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as constitutes an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner for purposes of Lessee's financial reporting, and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for purposes of federal, state state, and local income or franchise taxes and for any other tax and all other purposes (A) this Lease will be treated as imposed on or measured by income, the transaction contemplated hereby is a financing arrangement, (B) arrangement and preserves ownership in the Lenders will be treated as senior lenders making loans to Lessee Property in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposesLessee. Nevertheless, the Lessee acknowledges and agrees that none of neither the Participants Agent, the Lessor nor any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will Accordingly, and notwithstanding any provision of this Lease to the contrary, the Lessor and the Lessee agree and declare that: (i) the transactions contemplated hereby are intended to have a dual, rather than a single, form; and (ii) all references in this Lease to the "lease" of the Property which fail to reference such dual form do so as a matter of convenience only and do not take any position inconsistent with reflect the intentions expressed hereinintent of the Lessor and the Lessee as to the true form of such arrangements. (b) Anything to the contrary in the Operative Documents notwithstanding, the Lessor and the Lessee intend and agree that with respect to the nature of the transactions evidenced by this Lease in the context of the exercise of remedies under the Operative Documents, including, without limitation, in the case of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, the Lessor, or any Participant or any enforcement or collection actions, (i) the transactions evidenced by this Lease are loans made by the Lessor and the Participants as unrelated third party lenders to the Lessee secured by the Property, (ii) the obligations of the Lessee under this Lease to pay Basic Rent and Supplemental Rent or Asset Termination Value in connection with a purchase of the Property pursuant to this Lease shall be treated as payments of interest on and principal of, respectively, loans from the Lessor and the Participants to the Lessee, and (iii) this Lease grants a security interest and mortgage or deed of trust or lien, as the case may be, in the Property and the collateral described in the Mortgage to the Lessor, the Agent and the Participants to secure the Lessee's performance under and payment of all amounts under this Lease and the other Operative Documents. (c) Specifically, without limiting the generality of subsection (b) of this -------------- Section 7.1, the Lessor and the Lessee further intend and agree that, for the ----------- purpose of securing the Lessee's obligations for the repayment of the above-described loansloans from the Lessor and the Participants to the Lessee, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code (and specifically, a construction mortgage, as said term is defined in Section 9-313(1)(c) of the Uniform Commercial Code) and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 Article II shall be deemed to be a grant by the Lessee to the Lessor, the Agent ---------- and the Participants of a mortgage lien and security interest in and a mortgage lien on all of the Lessee's right, title and interest in and to the Properties (including Property and the right to exercise all remedies as are contained collateral described in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Mortgage 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, for property (it being understood that the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease hereby mortgages and the other Operative Agreements warrants and Lessor holds title to the Properties so as to create and grant grants a first lien and prior security interest in each the Property pursuant and the collateral described in the Mortgage to this Lease for the benefit of Lessor, the Administrative Agent under and the Assignment of Lease, Participants to secure to the Administrative Agent the obligations of Lessee under the Leasesuch loans); (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) 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 lawApplicable Law. The Lessor and the 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 Properties Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law Applicable Law and will be maintained as such throughout the Term. Nevertheless. (d) Specifically, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding without limiting the generality of anything contained in this LeaseSection 7.1, the Operative Agreements Lessor and the Lessee further intend and agree that, for ----------- purposes of filing federal, state and local returns, reports and other statements relating to income or the transactions contemplated hereby and therebyfranchise taxes, or made any representations other taxes imposed upon or warranties concerning measured by income, (i) the taxLessee shall be entitled to take any deduction, accounting credit, allowance or legal characteristics other reporting position consistent with its status as owner of the Operative AgreementsProperty; and (ii) neither the Lessor nor the Participants shall take a position on their respective federal, state and local returns, reports and other statements relating to income or franchise taxes that is inconsistent with the Lessee's status as owner of the Property, provided that -------- the Lessor and any Participant may take a position that is inconsistent with the Lessee's status as owner of the Property if: (x) there has been a change in law or regulation so requiring as supported by an opinion of counsel reasonably acceptable to the Lessee that there is not substantial authority for such a consistent reporting position; or (y) (A) there has been an administrative or judicial holding that the Lessee is not the owner of the Property for such tax purposes, (B) the Lessee has no right to contest such holding pursuant to Section 13.5 of the Participation Agreement, and that Lessee has obtained and relied(C) the Lessee's lack of right ------------ to contest is not the result of an Indemnitee's waiver of its right to indemnification pursuant to Section 13.5(f)(iii) of the Participation Agreement -------------------- or failure of the amount at issue to exceed the minimum amount set forth in Section 13.5(f)(iv)(B) of the Participation Agreement. ----------------------

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner federal and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, all state and local income tax purposes, bankruptcy purposes, regulatory purposes, commercial law and real estate purposes and all other purposes (other than for accounting purposes) (A) this Lease will be treated as a financing arrangement, arrangement and (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner owners of property like such similar to the Property for such tax purposes. NeverthelessNotwithstanding the foregoing, Lessee acknowledges and agrees that none neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the Participants has made any representations or warranties to Lessee concerning the foregoing treatments under applicable accounting rules, tax, accounting bankruptcy, regulatory, commercial or legal characteristics real estate law or under any other set of rules. Lessee shall claim the Operative Agreements cost recovery deductions associated with the Property, and that Lessee has obtained and relied upon such taxLessor shall not, accounting and legal advice concerning to the Operative Agreements as it deems appropriate. The parties hereto will extent not prohibited by Law, take any on its tax return a position inconsistent with the intentions expressed hereinLessee's claim of such deductions. (b) For all purposes described in Section 7.1(a), Lessor and Lessee intend this Lease to constitute a finance lease and not a true lease. In order to secure the obligations of Lessee now existing or hereafter arising under any and all Operative Agreements, Lessee hereby conveys, grants, assigns, transfers, hypothecates, mortgages and sets over to Lessor, for the benefit of all Financing Parties, a first priority security interest (but subject to the security interest in the assets granted by Lessee in favor of the Agent in accordance with the Security Agreement) in and lien on all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Property to the extent such is personal property and irrevocably grants and conveys a lien, deed of trust and mortgage on all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Property to the extent such is a real property. Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedagree

Ownership of the Property. (a) Lessor and Lessee intend that It is the intent of the ------------------------- parties hereto that: (i) for financial accounting purposes with respect to Lessee (A) this the Lease will be treated as constitutes an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner for purposes of Lessee's financial reporting, and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federalpurposes of Federal and state income tax, state the transaction contemplated hereby and local income tax and all other purposes (A) this by the Lease will be treated as is a financing arrangement, (B) arrangement and preserves ownership in the Lenders will be treated as senior lenders making loans to Lessee Property in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposesLessee. Nevertheless, the Lessee acknowledges and agrees that none of neither the Participants Agent, the Lessor nor any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will Accordingly, and notwithstanding any provision of this Lease to the contrary, the Lessor and the Lessee agree and declare that: (i) the transactions contemplated hereby are intended to have a dual, rather than a single, form; and (ii) all references in this Lease to the "lease" of the Property which fail to reference such dual form do so as a matter of convenience only and do not take any position inconsistent with reflect the intentions expressed hereinintent of the Lessor and the Lessee as to the true form of such arrangements. (b) Anything to the contrary in the Operative Documents notwithstanding, the Lessor and the Lessee intend and agree that with respect to the nature of the transactions evidenced by the Lease in the context of the exercise of remedies under the Operative Documents, including, without limitation, in the case of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, the Lessor or any Participant or any enforcement or collection actions, (i) the transactions evidenced by the Lease are loans made by the Lessor and the Participants as unrelated third party lenders to the Lessee secured by the Property, (ii) the obligations of the Lessee under the Lease to pay Basic Rent and Supplemental Rent or Asset Termination Value in connection with any purchase of the Property pursuant to the Lease shall be treated as payments of interest on and principal of, respectively, loans from the Lessor and the Participants to the Lessee, and (iii) the Lease grants a security interest and mortgage or deed of trust or lien, as the case may be, in the Property and the Collateral described in the Mortgage to the Lessor, the Agent and the Participants to secure the Lessee's performance under and payment of all amounts under the Lease and the other Operative Documents. (c) Specifically, but without limiting the generality of subsection (b) of -------------- this Section 5, the Lessor and the Lessee further intend and agree that, for the --------- purpose of securing the Lessee's obligations for the repayment of the above-above- described loansloans from the Certificate Purchaser and the Lenders to the Lessee, (i) this the Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for hereby and in Section 2 Article II of the Lease shall be deemed to be a grant by the Lessee to ---------- the Lessor, the Agent and the Participants of a mortgage lien and security interest in and a mortgage lien on all of the Lessee's right, title and interest in and to the Properties (including Property and the right to exercise all remedies as are contained Collateral described in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Mortgage 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, for property (it being understood that the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease hereby mortgages and the other Operative Agreements warrants and Lessor holds title to the Properties so as to create and grant grants a first lien and prior security interest in each the Property pursuant and the Collateral described in the Mortgage to this Lease for the benefit of Lessor, the Administrative Agent under and the Assignment of Lease, Participants to secure to the Administrative Agent the obligations of Lessee under the Leaseloans); (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) 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 lawApplicable Law. The Lessor and the Lessee shall, to the extent consistent with this 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 and this Lease Supplement were deemed to create a security interest in the Properties Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law Applicable Law and will be maintained as such throughout the Term. Nevertheless. (d) Specifically, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding without limiting the generality of anything contained in this LeaseSection 5, the Operative Agreements Lessor and the Lessee further intend and agree that, for --------- purposes of filing federal, state and local returns, reports and other statements relating to income or the transactions contemplated hereby and therebyfranchise taxes, or made any representations other taxes imposed upon or warranties concerning measured by income, (i) the taxLessee shall be entitled to take any deduction, accounting credit, allowance or legal characteristics other reporting position consistent with its status as owner of the Operative AgreementsProperty; and (ii) the Lessor and the Participants shall take a position on their respective federal, state and local returns, reports and other statements relating to income or franchise taxes that is consistent with the Lessee's status as owner of the Property, provided that the Lessor and -------- any Participant may take a position that is inconsistent with the Lessee's status as owner of the Property if: (x) there has been a change in law or regulation so requiring as supported by an opinion of counsel reasonably acceptable to the Lessee that there is not substantial authority for such a consistent reporting position; or (y) (A) there has been an administrative or judicial holding that the Lessee is not the owner of the Property, (B) the Lessee has no right to contest such holding pursuant to Section 13.5 of the ------------ Participation Agreement, and that Lessee has obtained and relied(C) the Lessee's lack of right to contest is not the result of an Indemnitee's waiver of its right to indemnification pursuant to Section 13.5(b)(iii) of the Participation Agreement or failure of the amount at -------------------- issue to exceed the minimum amount set forth in Section 13.5(f)(iv)(B) of the ---------------------- Participation Agreement.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "“operating lease" ” pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties Property and (C) Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, federal and all state and local income tax purposes, and for all other bankruptcy purposes (including the substantive law upon which bankruptcy proceedings are based), (A) this Lease will be treated as a financing arrangement, arrangement and (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner owners of property like such similar to the Property for such tax purposes. NeverthelessNotwithstanding the foregoing, Lessee acknowledges and agrees that none neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the Participants has made any representations or warranties to Lessee concerning the foregoing treatments under applicable accounting rules, tax, accounting bankruptcy or legal characteristics under any other set of rules. Lessee shall claim the cost recovery deductions associated with the Property, and Lessor shall not, unless prohibited by Law, take on its tax return a position inconsistent with Lessee’s claim of such deductions. It is the further intent of Lessor and Lessee that this Lease and the transaction evidenced by the Operative Agreements conform with and that Lessee has obtained satisfy the requirements of, to the extent applicable, FASB Interpretation No. 46, Emerging Issues Task Force, 1997\Issue 97-1 and relied upon such taxEmerging Issues Task Force, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein1997\Issue 97-10. (b) In order to secure all Obligations (subject to the provisos to this sentence), Lessee hereby conveys, grants, assigns, transfers, hypothecates, mortgages and sets over to Lessor, for the benefit of the Secured Parties, a first priority security interest in and lien on all Lessee Personal Property Collateral and irrevocably grants and conveys unto Lxx Xxxxxxxx Xxxxxxx, as trustee (“Trustee”), with the POWER OF SALE for the benefit of Lessor (on behalf of the Secured Parties), all Lessee Real Property Collateral TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all rights, estates, powers and privileges appurtenant thereto, as to Trustee, and her successors or substitutes in this trust, to her or their successors and assigns, in trust, however, upon the terms, provisions and conditions herein set forth; provided, however, the total principal amount of the Obligations (including without limitation any and all future advances) may increase or decrease from time to time; provided, further, that the aggregate principal of the Obligations (including without limitation any and all future advances) secured hereby (which includes all current and future Obligations) shall not exceed at any one time the amount of THIRTY-TWO MILLION AND NO/100 DOLLARS ($32,000,000.00), plus interest and yield thereon, and other amounts, payments and premiums due on account thereof, and all other Obligations owing to the Secured Parties payable pursuant to or secured by the Operative Agreements. Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of Obligations (subject to the above-described loansprovisos to this sentence), (i) this Lease Agreement shall also be deemed to be a security agreement personal property financing statement and fixture financing statement within the meaning of Article 9 of the applicable Uniform Commercial Code respecting the Lessee Personal Property Collateral and a real property mortgage or deed an irrevocable grant unto the Trustee of trust, as applicable; the Lessee Real Property Collateral and (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) notifications given to Persons holding such propertyany Lessee Personal Property Collateral or Lessee Real Property Collateral, and acknowledgments, receipts or confirmations of such notifications from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such liens, security interest interests and deeds of trust to the extent such notifications are effective under applicable law. Lessor ; provided, however, the total principal amount of the Obligations (including without limitation any and Lessee shallall future advances) may increase or decrease from time to time; provided, further, that the aggregate principal of the Obligations (including without limitation any and all future advances) secured hereby (which includes all current and future Obligations) shall not exceed at any one time the amount of THIRTY-TWO MILLION AND NO/100 DOLLARS ($32,000,000.00), plus interest and yield thereon, and other amounts, payments and premiums due on account thereof, and all other Obligations owing to the extent consistent with this Lease, Secured Parties payable pursuant to or secured by the Operative Agreements. Lessee shall promptly take such actions as may be necessary (including without limitation the filing of Primary Financing Party Financing Statements and the various other filings reasonably requested by Lessor) to ensure thatthat the liens, if this Lease were deemed to create a security interest interests and deeds of trust in the Properties in accordance with Lessee Personal Property Collateral and Lessee Real Property Collateral granted by this SectionSection 7.1(b) shall be perfected liens, such security interest would be deemed to be a perfected security interest interests or deeds of trust of first priority (subject only to Permitted Liens and Lessor Liens) under applicable law and will be maintained as such throughout the Termterm of this Agreement. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding To the extent this LeaseLease shall act as a deed of trust (rather than a lease), the Operative Agreements provisions of the Lease Addendum-Deed of Trust attached hereto shall also apply; provided, in the event of a conflict, the terms of this Lease or the transactions contemplated hereby and therebyLease Addendum-Deed of Trust, or made any representations or warranties concerning as the taxcase may be, accounting or legal characteristics of which provide the Operative Agreements, and that Lessee has obtained and reliedmost expansive rights to Lessor shall govern.

Ownership of the Property. (a) Lessor and Lessee intend that (i) ------------------------- for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, and all EITF pronouncements relating thereto, (B) Lessor will be treated as the owner and lessor of the Properties Property and (C) Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, state and local income tax and sales taxes and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders SPC will be treated as a senior lenders lender making loans to Lessee in an amount equal to the SPC Loans, which SPC Loans will be secured by the PropertiesProperty, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the PropertiesProperty, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner of property like such the Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on the Lessee's right, title and interest in the Properties Property (including the right to exercise all remedies as are contained in the applicable Lease Supplement Mortgage and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of the Lessor to secure the Lessee's payment of all amounts owed by the Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties Property so as to create and grant a first lien and prior security interest in each the Property (A) pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of the Lessee under the LeaseLease and (B) pursuant to the Mortgage to secure to the Administrative Agent the obligations of the Lessor under the Mortgage and the Notes; (iii) the possession by 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) notifications to Persons holding such property, and acknowledgmentsacknowledgements, 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, . (c) Lessor and Lessee acknowledges further intend and agrees agree that no Participant has provided in the event of any insolvency or will provide tax, accounting receivership proceedings or legal advice to a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee regarding this Leaseor Lessor, the Operative Agreements or the transactions contemplated hereby and thereby, or evidenced by this Lease shall be regarded as loans made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedby an unrelated third party lender to Lessee.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties Property and (C) Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the PropertiesProperty, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Lessor Contribution, which loan is secured by the PropertiesProperty, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner of property like such the Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance Lease provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on the Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement Mortgage and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of the Lessor to secure the Lessee's payment of all amounts owed by the Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property (A) pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of the Lessee under the LeaseLease and (B) pursuant to the Mortgages to secure to the Agent the obligations of the Lessor under the Mortgages and the Notes; (iii) the possession by 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) notifications to Persons holding such property, and acknowledgmentsacknowledgements, 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Basic Term. Nevertheless, Lessee acknowledges and agrees that no Participant none of Lessor, Agent, or any Lender has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedrelied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. (c) Lessor and Lessee further intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee or Lessor, the transactions evidenced by this Lease shall be regarded as loans made by an unrelated third party lender to Lessee.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner federal and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, all state and local income tax purposes, bankruptcy purposes, regulatory purposes, commercial law and real estate purposes and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the beneficial owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner owners of property like such similar to the Property for such tax purposes and (C) this Lease is intended by Lessee to be treated as an operating lease for Lessee's financial statement reporting purposes. NeverthelessNotwithstanding the foregoing, Lessee acknowledges and agrees that none neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the Participants has made any representations or warranties to Lessee concerning the foregoing treatments under applicable accounting rules, tax, accounting bankruptcy, regulatory, commercial or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein.real (b) For all purposes described in Section 7.1(a), Lessor and Lessee intend this Lease to constitute a finance lease and not a true lease. In order to secure the obligations of Lessee now existing or hereafter arising under any and all Operative Agreements, Lessee hereby conveys, grants, assigns, transfers, hypothecates, mortgages and sets over to Lessor, for the benefit of all Financing Parties, a first priority security interest (but subject to the security interest in the assets granted by Lessee in favor of the Agent in accordance with the Security Agreement) in and lien on all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Property to the extent such is personal property and irrevocably grants and conveys a lien, deed of trust and mortgage on all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Property to the extent such is a real property. Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's the obligations for of Lessee and/or the repayment of Construction Agent now existing or hereafter arising under the above-described loansOperative Agreements, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code respecting the Property and all proceeds (including without limitation insurance proceeds thereof) to the extent such is personal property and an irrevocable grant and conveyance of a real property mortgage or lien, deed of trust, as applicabletrust and mortgage on the Property and all proceeds (including without limitation insurance proceeds thereof) to the extent such is real property; (ii) the conveyance provided for acquisition of title by Lessor in Section 2 shall be deemed the Property referenced in Article II constitutes a grant by Lessee to Lessor of a security interest interest, lien, deed of trust and mortgage in and a mortgage lien on all of Lessee's right, title and interest in and to the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Property and all proceeds (including without limitation insurance proceeds thereof) 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, for the benefit of Lessor to secure Lessee's payment and an assignment of all amounts owed by Lessee under this Lease rents, profits and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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 income produced by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial CodeProperty; and (iviii) 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 lien, security interest interest, mortgage lien and deed of trust under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, shall promptly take such actions as Lessor may be necessary reasonably request (including without limitation the filing of Uniform Commercial Code Financing Statements, Uniform Commercial Code Fixture Filings, this Lease and the various Lease Supplements and any memoranda (or short form) of this Lease and the various Lease Supplements) to ensure thatthat the lien, if this Lease were deemed to create a security interest interest, lien, mortgage lien and deed of trust in the Properties in accordance with this Section, such security interest would Property and the other items referenced above will be deemed to be a perfected lien, security interest interest, mortgage lien and deed of trust of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied.

Ownership of the Property. (a) Lessor and Lessee The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee (A) this the Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) the Lessor will be treated as the beneficial owner and lessor of the Properties Property and (C) the Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, state and local income tax and all other purposes (A) this the Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to the Lessee in an amount equal to the Loans, which Loans will be secured by the PropertiesProperty, (C) the Lessor will be treated as a subordinated lender making a loan to the Lessee in an amount equal to the Investor Contribution, which loan is secured by the PropertiesProperty, and (D) the Lessee will be treated as the beneficial owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner of property like such the Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee The parties hereto further intend and agree that, for the purpose of securing the Lessee's obligations for the repayment of the above-described loans, (i) this the Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied;

Ownership of the Property. (a) Lessor and Lessee The parties hereto intend that for (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13the Lessee, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, United States federal and all United States state and local income tax purposes and all other purposes (iii) United States state real estate and commercial law and bankruptcy purposes, (A) this the Lease will be treated as a financing arrangement, , (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as deemed a subordinated lender making a loan to the Lessee in an aggregate amount equal to the Investor Contribution, Aggregate Original Property Cost which loan is secured by the Properties, and and (DC) the Lessee will be treated as the owner of the Leased Properties described in the Lease Supplements and will be entitled to all tax benefits ordinarily available to an owner of property like such Property properties similar to the Properties for such tax purposes. Specifically, without limiting the generality of the foregoing, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any state or commonwealth thereof affecting the Lessee, the Lessor or the Investors or any collection actions, the transactions evidenced by the Operative Documents shall be regarded as loans made to the Lessee by the Lessor and the Investors as unrelated third party lenders of the Lessee. Nevertheless, the Lessee acknowledges and agrees that none of the Participants Lessor, the Arranger or any Investor has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for It is the purpose of securing Lessee's obligations for the repayment intent of the above-described loans, (i) parties hereto that this Lease shall also be deemed to be grants a security agreement interest and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed to secure debt or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest case may be, in and a mortgage lien on Lessee's right, title and interest in each Property to the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, Lessor for the benefit of the Lessor to secure Lessee's the performance of the Lessee under and payment of all amounts owed by Lessee under this Master Lease and the other Operative Agreements and Lessor holds title to the Properties so Documents all as to create and grant a first lien and prior security interest more specifically set forth in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedSupplement.

Ownership of the Property. (a) Lessor and Lessee intend that It is the intent of the parties hereto that: (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as constitutes an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner for purposes of Lessee's financial reporting, and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for purposes of federal, state state, and local income or franchise taxes and for any other tax imposed on or measured by income, the transaction contemplated hereby is a financing arrangement and preserves ownership in the Property in the Lessee. Accordingly, and notwithstanding any provision of this lease to the contrary, the parties hereto agree and declare that: (i) the transactions contemplated by the Lease are intended to have a dual, rather than single, form; and (ii) all other purposes (A) references in this Lease will be treated to the "lease" of the Property which fail to reference such duel form do so as a financing arrangement, (B) matter of convenience only and do not reflect the Lenders will be treated intent of parties hereto as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner true form of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposesarrangements. Nevertheless, the Lessee acknowledges and agrees that none of neither the Participants Indenture Trustee, the Lessor nor any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Anything to the contrary in the Operative Documents notwithstanding, the Lessor and the Lessee intend and agree that with respect to the nature of the transactions evidenced by this Lease in the context of the exercise of remedies under the Operative Documents, including, without limitation, in the case of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, the Lessor, or any Participant or any enforcement or collection actions, (i) the transactions evidenced by this Lease are loans made by the Lessor and the Participants as unrelated third party lenders to the Lessee secured by the Property, (ii) the obligations of the Lessee under this Lease to pay Basic Rent and Supplemental Rent or Asset Termination Value in connection with a purchase of the Property pursuant to this Lease shall be treated as payments of interest on and principal of, respectively, loans from the Lessor and the Participants to the Lessee, and (iii) this Lease grants a security interest and mortgage or deed of trust or lien, as the case may be, in the Property to the Lessor and the Participants secure the Lessee's performance under and payment of all amounts under this Lease and the other Operative Documents. (c) Specifically, without limiting the generality of subsection (b) of this Section 7.1, the Lessor and the Lessee further intend and agree that, for the purpose of securing the Lessee's obligations for the repayment of the above-described loansloans from the Lessor and the Participants to the Lessee, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code (and specifically, a construction mortgage, as said term is defined in Section 9-313(1)(c) of the Uniform Commercial Code) and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 Article II shall be deemed to be a grant by the Lessee to the Lessor and the Participants of a mortgage lien and security interest in and a mortgage lien on all of the Lessee's right, title and interest in and to the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Property 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, for the benefit of Lessor to secure Lessee's payment of all amounts owed by property (it being understood that Lessee under this Lease hereby mortgages and the other Operative Agreements warrants and Lessor holds title to the Properties so as to create and grant grants a first lien and prior security interest in each the Property pursuant to this Lease for Lessor and the benefit of the Administrative Agent under the Assignment of Lease, Participants to secure to the Administrative Agent the obligations of Lessee under the Leasesuch loans); (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) 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 lawApplicable Law. The Lessor and the 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 Properties Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law Applicable Law and will be maintained as such throughout the Term. Nevertheless. (d) Specifically, Lessee acknowledges without limiting the generality of subsection (a), (b) and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding (c) of this LeaseSection 7.1, the parties hereto intend and agree that, for purposes of filing federal, state and local returns, reports and other statements relating to income or franchise taxes, or any other taxes imposed upon or measured by income, (i) the Lessee shall be entitled to take any deduction, credit, allowance or other reporting position consistent with its status as owner of the Property; and (ii) neither the Lessor nor any Participant shall take an initial position on its federal, state and local returns, reports and other statements relating to income or franchise taxes that is inconsistent with the Lessee's status as owner of the Property. (e) If the transaction evidenced by this Agreement and the other Operative Agreements Documents can no longer be treated as an operating lease pursuant to GAAP for accounting purposes, all provisions in the Operative Documents limiting the Lessee's obligation to pay the Lease Balance or Asset Termination Value (including the Remarketing Option) on the Expiration Date shall no longer apply. If any such change in accounting treatment shall occur, the Lessee shall enter into such amendments to the Operative Documents as the Lessor or the transactions contemplated hereby and thereby, or made any representations or warranties concerning Required Participants may reasonably request to reflect the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedforegoing.

Ownership of the Property. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties Property and (C) Lessee will be treated as the lessee of the PropertiesProperty, but (ii) for federal, federal and all state and local income tax purposes, bankruptcy purposes, regulatory purposes, commercial law and real estate purposes and all other purposes (A) this Lease will be treated as a financing arrangement, arrangement and (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner owners of property like such similar to the Property for such tax purposes. NeverthelessNotwithstanding the foregoing, Lessee acknowledges and agrees that none neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the Participants has made any representations or warranties to Lessee concerning the foregoing treatments under applicable accounting rules, tax, accounting bankruptcy, regulatory, commercial or legal characteristics real estate law or under any other set of rules. Lessee shall claim the Operative Agreements cost recovery deductions associated with the Property, and that Lessee has obtained and relied upon such taxLessor shall not, accounting and legal advice concerning to the Operative Agreements as it deems appropriate. The parties hereto will extent not prohibited by Law, take any on its tax return a position inconsistent with the intentions expressed hereinLessee's claim of such deductions. (b) For all purposes described in Section 7.1(a) except for financial accounting purposes, Lessor and Lessee intend this Lease to constitute a finance lease and not a true lease. In order to secure the obligations of Lessee now existing or hereafter arising under any and all Operative Agreements, pursuant hereto and to the Lease Supplements, Lessee hereby conveys, grants, assigns, transfers, hypothecates, mortgages and sets over to Lessor a first priority security interest in and lien (but subject to the security interest and lien in the assets granted by Lessee in favor of the Agent in accordance with the Security Documents) on all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Property to the extent such is personal property and does hereby irrevocably MORTGAGE, GRANT, BARGAIN, SELL, ALIEN, REMISE, RELEASE, CONFIRM AND CONVEY to Lessor a lien and mortgage (but subject to the lien and mortgage in the assets granted by Lessee in favor of the Agent in accordance with the Security Documents) on all right, title and interest of Lessee (now owned or hereafter acquired) in and to the Property to the extent such is a real property. The security interest, lien and mortgage in the assets granted by Lessee in favor of Lessor are hereby assigned by Lessor to the Agent, for the benefit of all Financing Parties, and/or are subject to additional security interests, liens and mortgages granted by Lessor to the Agent, for the benefit of all Financing Parties. Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's the obligations for of Lessee now existing or hereafter arising under the repayment of the above-described loansOperative Agreements, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code respecting the Property and all proceeds (including without limitation insurance proceeds thereof) to the extent such is personal property and an irrevocable grant and conveyance of a lien and mortgage on the Property and all proceeds (including without limitation insurance proceeds thereof) to the extent such is real property mortgage or deed of trust, as applicableproperty; (ii) the conveyance provided for acquisition of title by Lessor (or to the extent applicable, a leasehold interest pursuant to a Ground Lease) in Section 2 shall be deemed the Property referenced in Article II constitutes a grant by Lessee to Lessor of a security interest interest, lien and mortgage in and a mortgage lien on all of Lessee's right, title and interest in and to the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Property and all proceeds (including without limitation insurance proceeds thereof) 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, for the benefit of Lessor to secure Lessee's payment and an assignment of all amounts owed by Lessee under this Lease rents, profits and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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 income produced by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial CodeProperty; and (iviii) 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 lien, security interest and mortgage lien under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, shall promptly take such actions as Lessor may be necessary reasonably request (including without limitation the filing of Uniform Commercial Code Financing Statements, Uniform Commercial Code Fixture Filings and memoranda (or short forms) of this Lease and the various Lease Supplements) to ensure thatthat the lien, if this Lease were deemed to create a security interest interest, lien and mortgage lien in the Properties in accordance with this Section, such security interest would Property and the other items referenced above will be deemed to be a perfected lien, security interest and mortgage lien of first priority under applicable law and will be maintained as such throughout the Term. NeverthelessThe security agreements, financing statements, liens, security interests, deeds of trust and mortgages provided in clauses (i), (ii) and (iii) hereof shall be individually defined as the "Security Right", and individual collateral secured by the corresponding Security Right as provided in clauses (i), (ii) and (iii) hereof shall be defined herein as the "Specified Collateral". (c) In the event that Lessee's interest in the Property as provided in this Lease is recharacterized by a court of competent jurisdiction, and last resort in the case of an appeal, as a fee interest subject to a grant of an equitable mortgage by Lessee acknowledges or as a financing instrument provided in favor of Lessee or otherwise, and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding not as a leasehold estate in substantial conformity with the terms and conditions contained in this Lease, then Lessee and Lessor agree that this Lease shall constitute a Security Right with respect to the Operative Agreements or applicable Specified Collateral provided in clauses (i), (ii) and (iii) of Section 7.1(b) and shall be enforceable in accordance with the transactions contemplated hereby terms and therebyconditions contained in this Lease to the extent that such terms and conditions may be enforceable pursuant to the determination of such court of competent jurisdiction. Lessor and Lessee further agree that the provisions of this Section 7.1 are for the benefit of, or made any representations or warranties concerning the taxand may be enforceable by Lessor, accounting or legal characteristics Lessee and each of the Operative Agreements, and that Lessee has obtained and reliedFinancing Parties.

Ownership of the Property. (a) Lessor and Lessee intend that It is the intent of the parties ------------------------- hereto that: (i) for financial accounting purposes with respect to Lessee (A) this the Lease will be treated as constitutes an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner for purposes of Lessee's financial reporting, and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federalpurposes of Federal and state income tax, state the transaction contemplated hereby and local income tax and all other purposes (A) this by the Lease will be treated as is a financing arrangement, (B) arrangement and preserves ownership in the Lenders will be treated as senior lenders making loans to Lessee Property in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposesLessee. Nevertheless, the Lessee acknowledges and agrees that none of neither the Participants Agent, the Lessor nor any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will Accordingly, and notwithstanding any provision of this Lease to the contrary, the Lessor and the Lessee agree and declare that: (i) the transactions contemplated hereby are intended to have a dual, rather than a single, form; and (ii) all references in this Lease to the "lease" of the Property which fail to reference such dual form do so as a matter of convenience only and do not take any position inconsistent with reflect the intentions expressed hereinintent of the Lessor and the Lessee as to the true form of such arrangements. (b) Anything to the contrary in the Operative Documents notwithstanding, the Lessor and the Lessee intend and agree that with respect to the nature of the transactions evidenced by the Lease in the context of the exercise of remedies under the Operative Documents, including, without limitation, in the case of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, the Lessor or any Participant or any enforcement or collection actions, (i) the transactions evidenced by the Lease are loans made by the Lessor and the Participants as unrelated third party lenders to the Lessee secured by the Property, (ii) the obligations of the Lessee under the Lease to pay Basic Rent and Supplemental Rent or Asset Termination Value in connection with any purchase of the Property pursuant to the Lease shall be treated as payments of interest on and principal of, respectively, loans from the Lessor and the Participants to the Lessee, and (iii) the Lease grants a security interest and mortgage or deed of trust or lien, as the case may be, in the Property and the collateral described in the Mortgage to the Lessor, the Agent and the Participants to secure the Lessee's performance under and payment of all amounts under the Lease and the other Operative Documents. (c) Specifically, but without limiting the generality of subsection ---------- (b) of this Section 5, the Lessor and the Lessee further intend and agree that, --------------------- for the purpose of securing the Lessee's obligations for the repayment of the above-described loansloans from the Certificate Purchaser and the Lenders to the Lessee, (i) this the Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for hereby and in Section 2 Article II of the Lease shall be deemed to be a grant by the ----------------------- Lessee to the Lessor, the Agent and the Participants of a mortgage lien and security interest in and a mortgage lien on all of the Lessee's right, title and interest in and to the Properties (including Property and the right to exercise all remedies as are contained collateral described in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) Mortgage 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, for property (it being understood that the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease hereby mortgages and the other Operative Agreements warrants and Lessor holds title to the Properties so as to create and grant grants a first lien and prior security interest in each the Property pursuant and the collateral described in the Mortgage to this Lease for the benefit of Lessor, the Administrative Agent under and the Assignment of Lease, Participants to secure to the Administrative Agent the obligations of Lessee under the Leaseloans); (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) 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 lawApplicable Law. The Lessor and the Lessee shall, to the extent consistent with this 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 and this Lease Supplement were deemed to create a security interest in the Properties Property in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law Applicable Law and will be maintained as such throughout the Term. Nevertheless. (d) Specifically, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding without limiting the generality of anything contained in this LeaseSection 5, the Operative Agreements Lessor and the Lessee further intend and agree --------- that, for purposes of filing federal, state and local returns, reports and other statements relating to income or the transactions contemplated hereby and therebyfranchise taxes, or made any representations other taxes imposed upon or warranties concerning measured by income, (i) the taxLessee shall be entitled to take any deduction, accounting credit, allowance or legal characteristics other reporting position consistent with its status as owner of the Operative AgreementsProperty; and (ii) neither the Lessor nor the Participants shall take a position on their respective federal, state and local returns, reports and other statements relating to income or franchise taxes that is inconsistent with the Lessee's status as owner of the Property, provided that -------- the Lessor and any Participant may take a position that is inconsistent with the Lessee's status as owner of the Property if: (x) there has been a change in law or regulation so requiring as supported by an opinion of counsel reasonably acceptable to the Lessee that there is not substantial authority for such a consistent reporting position; or (y) (A) there has been an administrative or judicial holding that the Lessee is not the owner of the Property for such tax purposes, (B) the Lessee has no right to contest such holding pursuant to Section 13.5 of the Participation Agreement, and that Lessee has obtained and relied(C) the Lessee's lack of right ------------------------------------------- to contest is not the result of an Indemnitee's waiver of its right to indemnification pursuant to Section 13.5(f)(iii) of the Participation Agreement --------------------------------------------------- or failure of the amount at issue to exceed the minimum amount set forth in Section 13.5(f)(iv)(B) of the Participation Agreement. -----------------------------------------------------

Ownership of the Property. The Property is, and throughout the Term shall continue to be, the property of Landlord. Tenant has only the right to the exclusive possession and use of the Property, upon the terms and subject to the conditions set forth in this Lease. At the expiration or termination of this Lease, the following provisions shall apply: (a) Lessor Tenant shall, for no additional consideration, sell, transfer and Lessee intend that (i) for financial accounting purposes with respect convey to Lessee (A) this Lease will be treated Landlord or Landlord’s designee, the Inventory owned by Tenant as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties termination date and (C) Lessee will be treated as located at the lessee of the Properties, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed hereinFacility. (b) Lessor and Lessee further intend and agree thatTenant shall, for no additional consideration, sell, transfer and convey to Landlord or Landlord’s designee, Tenant’s Personal Property located on or about the purpose Facility. Notwithstanding the foregoing, in the event that any items of securing Lessee's obligations for Tenant’s Personal Property have a net book value on Tenant’s records in excess of Five Thousand Dollars ($5,000.00), individually, or Fifteen Thousand Dollars ($15,000.00) in the repayment aggregate with respect to the Tenant’s Personal Property at the Facility, regardless of the above-described loansnet book value of each individual item of such Tenant’s Personal Property, (i) this Lease Landlord shall also be deemed required to be a security agreement and financing statement within compensate Tenant for any of such Tenant’s Personal Property which Landlord elects to acquire at the meaning of Article 9 then net book value thereof. Any of the Uniform Commercial Code and a real property mortgage Tenant’s Personal Property conveyed to Landlord or deed of trust, as applicable; (iiLandlord’s designee pursuant to this Section 8.1(b) the conveyance provided for in Section 2 shall be deemed referred to as the “Transferred Tenant’s Personal Property.” 05191N:091419:828868:7:NASHVILLE (c) Tenant shall transfer and convey the Records to Landlord or Landlord’s designee. (d) Tenant shall execute a grant Xxxx of a security interest Sale in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum favor of Lease upon the occurrence of a Lease Event of Default) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether Landlord in the form of cash, investments, securities or other property, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title Exhibit C with respect to the Properties so as assets being conveyed to create and grant a first lien and prior security interest in each Property Landlord or Landlord’s designee pursuant to this Lease for Section 8.1. (e) Except as otherwise specifically set forth in this Section 8.1, Landlord shall not succeed to the benefit ownership of Tenant’s Excluded Property at the end of the Administrative Agent under the Assignment term of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied.

Ownership of the Property. (a) Lessor and Lessee The parties hereto intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13the Lessee, as LEASE amended, (B) the Agent Lessor will be treated as the owner and lessor of an undivided interest in the Properties Property and (C) the Lessee will be treated as the lessee of the Properties, but Property and (ii) for federalall other purposes, including federal and all state and local income tax purposes, state real estate and all other purposes commercial law and bankruptcy purposes, (A) this Master Lease will be treated as a financing arrangement, (B) the Lessors and the Lenders will be treated as senior deemed lenders making loans to the Lessee in an amount equal to the sum of the Lessor Amounts and the outstanding principal amount of the Loans, which Loans will be loans are secured by the Properties, Property and (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties Property and will be entitled to all tax benefits ordinarily available to an owner of property properties like such the Property for such tax purposes. Nevertheless, the Lessee acknowledges and agrees that none of the Participants Administrative Agent, the Agent Lessor, the Arranger or any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for It is the purpose of securing Lessee's obligations for the repayment intent of the above-described loans, (i) parties hereto that this Master Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of grants a security interest in and a mortgage lien deed of trust lien, as the case may be, on Lessee's right, title the Property to and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) 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, for the benefit of the Agent Lessor for the benefit of the Lessors and the other Participants to secure the Lessee's performance under and payment of all amounts owed by Lessee under this the Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by 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) 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 law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and reliedDocuments.