Common use of Nature of Transaction Clause in Contracts

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee's financial reporting; (b) for all other purposes including federal, state and local income tax, property tax, transfer tax, bankruptcy (including the substantive law upon which bankruptcy proceedings are based), regulatory and real estate, commercial law and UCC purposes: (i) the Overall Transaction constitutes a financing by the Participants to Lessee, the Overall Transaction preserves beneficial ownership in the Units in Lessee, and the obligations of Lessee to pay Basic Rent shall be treated as payments of interest, yield and/or principal to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) Lessor is the owner of record and holds title in the Acquired Property as security for Lessee's obligations under the Operative Documents, and the Lease grants a security interest or a lien, as the case may be, in the Units and the other Lessee Collateral in favor of the Lessor, and for the benefit of the Participants; and (iii) the Assignment of Lease and Rent creates Liens and security interests in the Lessor Collateral for the benefit of all of the Participants. Nevertheless, Lessee acknowledges and agrees that none of Certificate Trustee, Agent, Arranger, or any Participant has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee's financial reporting; (b) for all other purposes purposes, including federalGAAP, federal and all state and local income taxand transfer taxes, property taxbankruptcy, transfer taxinsolvency, bankruptcy conservatorships and receiverships (including the substantive law upon which bankruptcy bankruptcy, conservatorship and insolvency and receivership proceedings are based), regulatory real estate and real estate, commercial law and UCC purposes: (i) the Overall Transaction constitutes a financing secured lending transaction by the Participants to Lessee, the Overall Transaction Lessee and preserves beneficial ownership in the Units Leased Property in Lessee, the Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee (and not the Lessor, the Administrative Agent or the other Participants) will be entitled to all tax benefits with respect to the Leased Property and other Collateral available to the owner of the Leased Property for tax purposes, the obligations of Lessee to pay Basic Rent shall be treated as payments of interest, yield and/or principal interest to the Participants, and the payment by Lessee of any amounts (other than Basic Rent) in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) Lessor is the owner of record and holds title Participants and, in the Acquired event Lessee purchases the Leased Property as security for Lessee's obligations pursuant to the terms of the Lease and pays in full the Lease Balance and all other amounts outstanding under the Operative Documents, and legal title to the Leased Property shall automatically vest in the Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the Lease grants or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates a security interest or a lien, as the case may be, in the Units Leased Property and the other Lessee Collateral in favor of the LessorAdministrative Agent, and for the benefit of the Participants, to secure Lessee’s payment and performance of the Obligations; and (iii) the Assignment of Lease and Rent creates Security Instruments create Liens on and security interests in the Leased Property and the other Collateral, granted by Lessor Collateral or Lessee, as applicable, in favor of the Administrative Agent for the benefit of all of the ParticipantsParticipants to secure Lessor’s and Lessee’s payment and performance of their respective obligations under the Lease, the Loan Agreement, the Notes and other applicable Operative Documents. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. Nevertheless, Lessee without limiting the foregoing agreement, each of the parties hereto acknowledges and agrees that none of Certificate Trusteethe Lessee, Agentthe Participants, Arranger, the Administrative Agent or any Participant Arranger has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee such party has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it such party deems appropriate. (b) Specifically, without limiting the generality of clause (a), the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, the Guarantors or any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) constitute a financing made directly to Lessee by the Participants, as unrelated third party lenders, and that Lessor holds a fee interest in and title to the Leased Property to secure Lessee’s obligations to repay such financing to the Participants and all other amounts due under any of the Operative Documents and that Lessee retains the beneficial ownership of the Leased Property.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee's financial reporting, including, without limitation, under Financial Accounting Standards Board Statement No. 13; (b) for purposes of federal and all other purposes including federal, state and local income taxand transfer taxes, property taxbankruptcy, transfer taxinsolvency, bankruptcy conservatorships and receiverships (including the substantive law upon which bankruptcy bankruptcy, conservatorship and insolvency and receivership proceedings are based), regulatory and real estate, commercial law and UCC ) purposes: (i) the Overall Transaction (including the transactions and activities prior to the Base Term Commencement Date referred to or contemplated in the Project Supervisory Agreement) constitutes a financing by the Participants to Lessee, the Overall Transaction Lessee and preserves beneficial ownership in the Units Leased Property in Lessee, Lessee will be entitled to all tax benefits ordinarily available to owners of property similar to the Leased Property for tax purposes and the obligations of Lessee to pay Basic Rent shall be treated as payments of interest, yield and/or principal interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) Lessor is the owner of record and holds title in the Acquired Property as security this Lease provides for Lessee's obligations under the Operative Documents, and the Lease grants a security interest or a lienLien, as the case may be, in the Units Lessee's interest in the Leased Property and the other Lessee Collateral Collateral, in favor of the Lessor, and for the benefit of the Participants, to secure Lessee's payment and performance of the Obligations; and (iii) the Assignment of Lease and Rent creates Security Instruments create Liens on and security interests in the Lessor Collateral in favor of the Administrative Agent for the benefit of all of the ParticipantsParticipants to secure Lessor's payment and performance of its obligations under the Operative Documents. Nevertheless, Lessee acknowledges and agrees that none of Certificate TrusteeLessor, the Administrative Agent, Arranger, Arranger or any Participant has made any representations or warranties to it concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. (c) Specifically, but without limiting the generality of subsection (a) of this Section 24.1, the Lessor and the Lessee intend and agree that for the purpose of securing the Lessee's obligations for the repayment of the Obligations, (i) 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; (ii) the conveyance provided for hereby shall be deemed to be a grant by the Lessee to the Lessor, for the benefit of the Participants, of a Lien (including the Deed of Trust) on and security interest in all of the Lessee's present and future right, title and interest in and to the Leased Property, including but not limited to the Lessee's leasehold estate therein and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property to secure such loans, effective on the date hereof, to have and to hold such interests in the Leased Property and the other Collateral unto the Lessor, for the benefit of the Participants; (iii) to the extent permitted by Applicable Law, the possession by the Lessor of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (iv) to the extent permitted by Applicable Law, notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessee shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. The Lessor and the Lessee shall, to the extent consistent with the Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if the Lease were deemed to create a security interest in the Leased Property and the other Collateral in accordance with this Section, such security interest would be deemed to be a perfected security interest in the Leased Property with priority over all Liens, other than Permitted Liens, under Applicable Laws and will be maintained as such throughout the Term.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating a capital lease from Lessor to Lessee Lessees for purposes of Lessee's Lessees’ financial reporting, treatment under GAAP; (b) for purposes of federal and all other purposes including federal, state and local income taxincome, property taxtransfer, transfer taxfranchise and other taxes, bankruptcy and for purposes of bankruptcy, insolvency, conservatorship and receivership law (including the substantive law upon which bankruptcy bankruptcy, conservatorship and insolvency and receivership proceedings are based), regulatory and real estate, UCC and state commercial law and UCC purposes: (i) the Overall Transaction constitutes a financing by the Participants Lenders to Lessee, the Overall Transaction Lessees and preserves beneficial ownership in the Units Equipment in Lessee, and Lessees; (ii) the obligations of Lessee Lessees to pay the interest component of Basic Rent shall be treated as payments of interestinterest to the Lenders, yield and/or the interest component of Basic Rent due and payable to Lessor shall equal all Interest due and payable to the Lenders, the obligations of Lessees to pay the principal component of Basic Rent shall be treated as payments of principal to the ParticipantsLenders, and the payment by Lessee Lessees of any other amounts in respect of the Lease Balance shall be treated as payments of principal interest to the ParticipantsLenders; (iiiii) Lessor is the owner of record and holds title in the Acquired Property as security for Lessee's obligations under the Operative Documents, and the this Lease grants a security interest or a lienLien, as the case may be, in the Units Equipment and the other Lessee Collateral in favor of Lessor (which holds title to the Lessor, and Equipment solely as security for the benefit performance of Lessees’ payment and performance of the ParticipantsObligations); and (iiiiv) the Assignment of Lease and Rent creates Loan Agreement grants Liens and security interests in the Equipment and the other Borrower Collateral from Lessor to Collateral Agent for the benefit of the Collateral Agent and the Lenders to secure Lessor’s performance of all of its obligations under the ParticipantsOperative Documents and Lessees’ payment and performance of the Obligations. Nevertheless, each Lessee acknowledges and agrees that none of Certificate Trustee, Trust Beneficiary, Collateral Agent, Arranger, Arranger or any Participant Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that each such Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. None of Lessor, Trustee, Trust Beneficiary or any of the Lenders will claim any tax benefits of ownership of the Equipment. (c) Specifically, but without limiting the generality of subsections (a) and (b) of this Section 24.1, Lessor and Lessees further intend and agree that, for the purpose of securing Lessees’ obligations under the Operative Documents, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the UCC; (ii) the conveyance provided for hereby shall be deemed to be a grant by Lessees to Lessor, for the benefit of the Collateral Agent and the Lenders, of a lien and security interest in all of Lessees’ present and future right, title and interest in and to the Equipment, including but not limited to Lessees’ leasehold estate therein and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property to secure such obligations under the Operative Documents, effective on the date hereof, to have and to hold such interests in the Equipment unto Lessor, for the benefit of the Collateral Agent and the Lenders; (iii) the possession by Lessor or the Collateral Agent of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to the UCC; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessees shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. Lessor and Lessees shall, to the extent consistent with this Lease, take such actions and execute, deliver, file and record such other documents, financing statements and other security agreements as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Equipment in accordance with this Section, such security interest would be deemed to be a perfected security interest with priority over all Liens other than Permitted Liens, under Applicable Laws and will be maintained as such throughout the Lease Term.

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

Nature of Transaction. (a) It is the intention intent of the parties hereto that: : (ai) the Overall Transaction transaction contemplated hereby constitutes an operating lease from Lessor to Lessee for purposes of Lessee's financial reporting; , (bii) the transaction contemplated hereby preserves ownership in the Sites to Lessee for purposes of Federal and state tax and bankruptcy purposes, (iii) Lessee, pursuant to the Lease, grants a security interest or lien, as the case may be, in the Sites and the other Collateral to Lessor, (iv) for all other purposes including federalof Federal and state tax and bankruptcy purposes, state and local income tax, property tax, transfer tax, bankruptcy (including the substantive law upon which bankruptcy proceedings are based), regulatory and real estate, commercial law and UCC purposes: payment by Lessee of the portions of Basic Rent described in clauses (i) and (ii) of the Overall Transaction constitutes a financing by the Participants to Lessee, the Overall Transaction preserves beneficial ownership in the Units in Lessee, and the obligations of Lessee to pay Basic Rent definition thereof shall be treated as payments of interest, yield and/or principal to the Participants, and the payment by Lessee of the portions of Basic Rent described in clause (iii) of the definition thereof and any other amounts in respect of the Lease Balance shall be treated as payments repayments of principal to the Participants; (ii) Lessor is the owner of record and holds title in the Acquired Property as security for Lessee's obligations under the Operative Documentsprincipal, and the Lease grants a security interest or a lien, as the case may be, in the Units and the other Lessee Collateral in favor of the Lessor, and for the benefit of the Participants; and (iiiv) the Mortgage and Assignment of Lease and Rent creates Liens create a lien and security interests interest in the Lessor Collateral for the benefit of all of the ParticipantsSites, subject to certain limited exceptions. Nevertheless, Lessee acknowledges and agrees that none of Certificate TrusteeLessor, Agent, Arranger, Agent or any Participant Lender has provided or will provide Lease Agreement tax, accounting or legal advice to Lessee regarding the Overall Transaction or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. (b) Specifically, without limiting the generality of subsection (a) of this Section 21.20, but understanding that the parties' characterization is not the sole determinant of the issue, the parties hereto intend and agree that with respect to the nature of the transactions evidenced by this Lease in the context of the exercise of remedies under the Operative Documents, relating to and arising out of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, Lessor or any Lender or any enforcement or collection actions, the transactions evidenced by the Operative Documents are loans made by the Lenders as unrelated third party lenders to Lessee secured by the Sites.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating a capital lease from Lessor Trustee to Lessee Lessees for purposes of Lessee's Lessees’ financial reportingreporting treatment under GAAP; (b) for purposes of federal and all other purposes including federal, state and local income taxincome, property taxtransfer, transfer taxfranchise and other taxes, bankruptcy and for purposes of bankruptcy, insolvency, conservatorship and receivership law (including the substantive law upon which bankruptcy bankruptcy, conservatorship and insolvency and receivership proceedings are based), regulatory and real estate, UCC and state commercial law and UCC purposes: (i) the Overall Transaction constitutes a financing by the Participants Lenders to Lessee, the Overall Transaction Lessees and preserves beneficial ownership in the Units Equipment in Lessee, and Lessees; (ii) the obligations of Lessee Lessees to pay the interest component of Basic Rent shall be treated as payments of interestinterest to the Lenders, yield and/or the interest component of Basic Rent due and payable to Lessor shall equal all Interest due and payable to the Lenders, the obligations of Lessees to pay the principal component of Basic Rent shall be treated as payments of principal to the ParticipantsLenders, and the payment by Lessee Lessees of any other amounts in respect of the Lease Balance shall be treated as payments of principal to the ParticipantsLenders; (iiiii) Lessor is the owner of record and holds title in the Acquired Property as security for Lessee's obligations under the Operative Documents, and the Lease grants a security interest or a lienLien, as the case may be, in the Units Equipment and the other Lessee Collateral in favor of Trustee (which holds title to the LessorEquipment solely as security for the performance of Lessees’ payment and performance of the Obligations); and (iv) the Loan Agreement grants a security interest or Lien, as the case may be, in the Equipment and the other Borrower Collateral from Trustee to Collateral Agent for the benefit of the Participants; and (iii) Collateral Agent and the Assignment of Lease and Rent creates Liens and security interests in the Lessor Collateral for the benefit Lenders to secure Trustee’s performance of all of its obligations under the ParticipantsOperative Documents and Lessees’ payment and performance of the Obligations. Nevertheless, each Lessee acknowledges and agrees that none of Certificate Trustee, Trust Beneficiary, Collateral Agent, Arranger, Arranger or any Participant Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that each such Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. None of Lessor, Trustee, Trust Beneficiary or any of the Lenders will claim any tax benefits of ownership of the Equipment. (c) Specifically, without limiting the generality of clause (a) and (b) of this Section 4.1, the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under any Debtor Relief Law affecting any Lessee, any Guarantor, Lessor Trust Beneficiary or any Lender or any collection actions, the transactions evidenced by the Operative Documents (including the Lease) constitute loans made directly to Lessees by the Lenders, in each case as unrelated third party lenders, and that Lessor holds title to the Equipment for the benefit of the Lenders solely as security for the performance of Lessees’ obligations to repay such loans to the Lenders and all other amounts due under any of the Operative Documents.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor Certificate Trustee to Lessee for purposes of Lessee's financial reporting; (b) for all other purposes including federal, federal and state and local income tax, property tax, transfer tax, bankruptcy (including the substantive law upon which bankruptcy proceedings are based), regulatory and real estate, commercial law and UCC purposes: (i) the Overall Transaction constitutes a financing by the Participants to Lessee, the Overall Transaction Lessee and preserves beneficial ownership in the Units Leased Property in Lessee, and the obligations of Lessee to pay Basic Rent shall be treated as payments of interest, yield and/or principal interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants;; and (ii) Lessor is the owner of record and holds title Deeds together with the Lease create a Lien in the Acquired Leased Property as security for Lessee's obligations under the Operative Documents, and the Lease grants a security interest or a lien, as the case may be, in the Units and the other Lessee Lease Collateral in favor of the Lessor, and for the benefit Deed of the Participants; and (iii) the Assignment of Lease Trust creates a lien and Rent creates Liens and a security interests interest in the Lessor Collateral Mortgaged Property defined therein in favor of Agent for the benefit of all of the Participants. Nevertheless, Lessee acknowledges and agrees that none of Certificate Trustee, Agent, Arranger, Arranger or any Participant has made any representations or warranties concerning the tax, accounting or legal characteristics characterization of: (i) the Operative Documents, (ii) the tax treatment for any of Lessee, Certificate Trustee or the Seller thereunder of the Operative Documents transaction described in the Montpelier Acquisition Agreement, which Montpelier Acquisition Agreement was negotiated by and is the sole responsibility of Lessee and the Seller thereunder, or (iii) any aspect of the Overall Transaction Transaction; and that Lessee has obtained and relied upon such tax, accounting accounting, and legal advice from its own advisors concerning the Operative Documents and the Overall Transaction as it deems appropriate.

Nature of Transaction. It is (i) The parties hereto intend that (1) for financial accounting purposes with respect to the intention Lessee, the Lessor will be treated as the owner and the lessor of the parties that: Property, including the Equipment, and the Lessee will be treated as the lessee of the Property, including the Equipment, and (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee's financial reporting; (b2) for all other purposes purposes, including federal, Federal and all state and local income taxtax purposes, property tax, transfer taxstate real estate and commercial law, bankruptcy and Environmental Law purposes, (including the substantive law upon which bankruptcy proceedings are based), regulatory and real estate, commercial law and UCC purposes: (ix) the Overall Transaction constitutes a financing by the Participants to Lessee, the Overall Transaction preserves beneficial ownership in the Units in Lessee, and the obligations of Lessee to pay Basic Rent shall Master Lease will be treated as payments of interesta financing arrangement, yield and/or principal (y) the Participants will be deemed lenders making loans to the ParticipantsLessee in an amount equal to the sum of the Equity Amounts and the outstanding principal amount of the Loans, which loans are secured by the Property, and (z) the payment by Lessee of any amounts in respect of the Lease Balance shall will be treated as payments of principal to the Participants; (ii) Lessor is the owner of record the Property and holds title in will be entitled to all tax benefits ordinarily available to an owner of property like the Acquired Property as security for Lessee's obligations under the Operative Documents, and the Lease grants a security interest or a lien, as the case may be, in the Units and the other Lessee Collateral in favor of the Lessor, and for the benefit of the Participants; and (iii) the Assignment of Lease and Rent creates Liens and security interests in the Lessor Collateral for the benefit of all of the Participantssuch tax purposes. Nevertheless, the Lessee acknowledges and agrees that none neither the Lessor nor any of Certificate Trustee, Agent, Arranger, or any Participant the Participants has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. (ii) Specifically, without limiting the generality of clause (i), 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 Participants or any collection actions, the transactions evidenced by the Operative Documents are and shall be loans made to the Lessee by the Participants in each case as unrelated third party lenders.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee's financial reportingreporting purposes under Generally Accepted Accounting Principles; (b) for all other purposes purposes, including federal, state and local income tax, property tax, transfer tax, bankruptcy (including the substantive law upon which bankruptcy proceedings are based), regulatory ) and real estate, commercial law and UCC purposes: (i) the Overall Transaction constitutes a financing by the Participants to Lessee, the Overall Transaction preserves beneficial ownership in the Units Items of Equipment in Lessee, and the obligations of Lessee to pay Interim Rent and, other than any principal component thereof, Basic Rent Rent, shall be treated as payments of interest, yield and/or principal interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants;; and (ii) Lessor is the owner of record and holds title in the Acquired Property Items of Equipment as security for Lessee's obligations under the Operative Documents, and the Lease grants a Lien and security interest or a lien, as the case may be, in the Units Items of Equipment and the other Lessee Collateral in favor of the Lessor, Lessor and for the benefit of the Participants; and (iii) the Assignment of Lease and Rent creates Liens and security interests in the Lessor Collateral for the benefit of Agent for all of the Participants, to secure Lessor's payment and performance of its obligations under the Operative Documents. Nevertheless, Lessee acknowledges and agrees that none of the Arranger, Certificate Trustee, Agent, Arranger, Agent or any Participant has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee's and Guarantor's financial reporting; (b) for all other purposes including federal, federal and state and local income tax, property tax, transfer tax, bankruptcy (including the substantive law upon which bankruptcy proceedings are based), regulatory ) and real estate, commercial law estate and UCC Uniform Commercial Code purposes:: -42- 47 (i) the Overall Transaction constitutes a financing by the Participants to Lessee, and on each Site Acquisition Date beneficial ownership in the Premises shall be deemed to pass directly to and that the Overall Transaction preserves beneficial ownership in the Units Premises in Lessee, and the obligations of Lessee to pay Basic Rent shall be treated as payments of interest, yield and/or principal interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) Lessor is the owner of record and holds title in the Acquired Property Premises as security for Lessee's and Guarantor's obligations under the Operative Documents, and the Lease grants a security interest or a lien, as the case may be, in the Units Premises and the other Lessee Del Monte Collateral in favor of the LessorCertificate Trustee, and for the benefit of the Participants; and (iii) the Assignment of Lease and Rent creates Liens Mortgages create liens and security interests in the Lessor Collateral Mortgaged Property defined therein for the benefit of all of the Participants. Nevertheless, Lessee acknowledges and agrees that none of Certificate Trustee, Agent, Arranger, or any Participant has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has and Guarantor have obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it each deems appropriate.. [SIGNATURE PAGES FOLLOW]