Common use of Characterization Clause in Contracts

Characterization. (a) It is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Administrative Agent or any assignee thereof of any obligation of Seller or Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or Originator. Notwithstanding the foregoing, (i) solely for purposes of taxes imposed on or measured by net income or gross receipts, and without in any way impairing the position set forth in the first sentence of this Section 13.15(a)(i) or the characterization of the transfer effected under the Receivables Sales Agreement, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by law. (b) In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrative Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids (collectively, the “Purchased Assets”). The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. (c) If, notwithstanding the intention of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized (other than solely for tax purposes) as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement for such purposes under the UCC and other applicable law. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is In order to protect the intention rights and remedies of the Funding Parties following a Termination Event or a Cancellation Event, and for the purposes of commercial law and Federal, state and local income and ad valorem taxes and Title 11 of the United States Code (or any other applicable Federal, state or local insolvency, reorganization, moratorium, fraudulent conveyance or similar law now or hereafter in effect for the relief of debtors), the parties hereto intend that each purchase hereunder shall constitute and (i) the Lease be treated as an absolute the repayment and irrevocable salesecurity provisions of a loan by the Lessor to the Company in the amount of the Facility Cost, which purchase shall provide (ii) all payments of Basic Rent, Supplemental Rent, the applicable Purchaser Final Rent Payment, the Termination Value and the Purchase Price be treated as payments of principal, interest and other amounts owing with respect to such loan and (iii) the full Company be treated as entitled to all benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Administrative Agent Facility or any assignee thereof of any obligation of Seller or Originator or any other person arising in connection with the Receivablespart thereof. In addition, the Related Securityparties acknowledge that after payment in full of the Ownership Interests, or the related Contracts, or Yield accrued thereon and any other obligations of Seller or Originator. Notwithstanding the foregoingCompany under the Operative Documents, (i) solely for purposes of taxes imposed on or measured by net income or gross receipts, and without in any way impairing the position set forth in the first sentence of this Section 13.15(a)(i) or the characterization remaining proceeds of the transfer effected under Facility shall be distributed to the Receivables Sales Agreement, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by lawCompany. (b) In addition to The Company agrees that neither it nor any ownership interest which of its Affiliates (whether or not consolidated or combined returns are filed for any such Affiliate and the Administrative Agent may Company for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document inconsistent with the intended income tax treatment set forth in the preceding clause (a), and the Company agrees that the Company and any such Affiliates will file such returns, maintain such records, take such action and execute such documents (as reasonably requested by the Lessor or the Lease Participants from time to time) as may be appropriate to facilitate the realization of such intended income tax treatment. Each of the Lessor and the Lease Participants agrees that neither it nor any affiliate (whether or not consolidated or combined returns are filed for such affiliate and the Lessor or any Lease Participant, as the case may be, for federal, state or local income tax purposes) will at any time acquire take any action, directly or indirectly, or file any return or other document claiming, or asserting that it is entitled to, the income tax benefits, deductions and/or credits which, pursuant hereto, Seller hereby grants to the Administrative Agent for intended income tax treatment set forth herein, would otherwise be claimed or claimable by the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such ReceivablesCompany, and all proceeds of that it and any thereof prior such affiliates will file such returns, maintain such records, take such actions, and execute such documents (as reasonably requested by the Company from time to all other liens on time) as may be appropriate to facilitate the realization of, and security interests therein as shall be consistent with, such intended income tax treatment, and if any such filing, maintenance, action or execution requested by the Company or the Guarantor would result in any additional income tax liability payable by it or any affiliate, or could reasonably be expected to secure result in liability payable by it or any affiliate, unrelated to the prompt and complete payment of intended income tax treatment set forth herein, then the Aggregate Unpaids (collectivelyCompany will provide an indemnity against such unrelated income tax liability satisfactory to the Lessor or any Lease Participant, as the “Purchased Assets”). The Administrative Agent and the Purchasers shall havecase may be, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulativeits sole opinion. (c) IfThe Company acknowledges that no Lease Participant, notwithstanding the intention Administrative Agent, the Lessor or any Affiliate of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized (other than solely for tax purposes) as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”)thereof is making any representation, then this Agreement shall be deemed nor is it required to constitute a security agreement for such purposes under make any disclosure, now or in the UCC and other applicable law. In future, with respect to the case parties’ tax or accounting treatment of the Facility or the financing thereof, nor is any RecharacterizationLease Participant, the Seller represents Lessor, the Administrative Agent, or any Affiliate or any of the foregoing responsible, nor will it be responsible in the future, for tax and warrants that each remittance of Collections accounting advice with respect to the Agent Facility or the Purchasers hereunder financing thereof, and the Company has had or will have been (i) in payment the benefit of a debt incurred in the ordinary course advice of its business or financial affairs own independent tax and (ii) made in the ordinary course of its business or financial affairsaccounting advisors with respect to such matters.

Characterization. (a) It is In order to protect the intention rights and remedies of the Funding Parties following a Termination Event or a Cancellation Event, and for the purposes of commercial law and Federal, state and local income and ad valorem taxes and Title 11 of the United States Code (or any other applicable Federal, state or local insolvency, reorganization, moratorium, fraudulent conveyance or similar law now or hereafter in effect for the relief of debtors), the parties hereto intend that each purchase hereunder shall constitute and (i) the Lease be treated as an absolute the repayment and irrevocable salesecurity provisions of a loan by the Lessor to the Company in the amount of the Facility Cost, which purchase shall provide (ii) all payments of Basic Rent, Supplemental Rent, the applicable Purchaser Final Rent Payment, the Termination Value and the Purchase Price be treated as payments of principal, interest and other amounts owing with respect to such loan and (iii) the full Company be treated as entitled to all benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Administrative Agent Facility or any assignee thereof of any obligation of Seller or Originator or any other person arising in connection with the Receivablespart thereof. In addition, the Related Securityparties acknowledge that after payment in full of the Ownership Interests, or the related Contracts, or Yield accrued thereon and any other obligations of Seller or Originator. Notwithstanding the foregoingCompany under the Operative Documents, (i) solely for purposes of taxes imposed on or measured by net income or gross receipts, and without in any way impairing the position set forth in the first sentence of this Section 13.15(a)(i) or the characterization remaining proceeds of the transfer effected under Facility shall be distributed to the Receivables Sales Agreement, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by lawCompany. (b) In addition to The Company agrees that neither it nor any ownership interest which of its Affiliates (whether or not consolidated or combined returns are filed for any such Affiliate and the Administrative Agent may Company for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document inconsistent with the intended income tax treatment set forth in the preceding subsection (a), and the Company agrees that the Company and any such Affiliates will file such returns, maintain such records, take such action and execute such documents (as reasonably requested by the Lessor or the Lease Participants from time to time) as may be appropriate to facilitate the realization of such intended income tax treatment. Each of the Lessor and the Lease Participants agrees that neither it nor any affiliate (whether or not consolidated or combined returns are filed for such affiliate and the Lessor or any Lease Participant, as the case may be, for federal, state or local income tax purposes) will at any time acquire take any action, directly or indirectly, or file any return or other document claiming, or asserting that it is entitled to, the income tax benefits, deductions and/or credits which, pursuant hereto, Seller hereby grants to the Administrative Agent for intended income tax treatment set forth herein, would otherwise be claimed or claimable by the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such ReceivablesCompany, and all proceeds of that it and any thereof prior such affiliates will file such returns, maintain such records, take such actions, and execute such documents (as reasonably requested by the Company from time to all other liens on time) as may be appropriate to facilitate the realization of, and security interests therein as shall be consistent with, such intended income tax treatment, and if any such filing, maintenance, action or execution requested by the Company or the Guarantor would result in any additional income tax liability payable by it or any affiliate, or could reasonably be expected to secure result in liability payable by it or any affiliate, unrelated to the prompt and complete payment of intended income tax treatment set forth herein, then the Aggregate Unpaids (collectivelyCompany will provide an indemnity against such unrelated income tax liability satisfactory to the Lessor or any Lease Participant, as the “Purchased Assets”). The Administrative Agent and the Purchasers shall havecase may be, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulativeits sole opinion. (c) IfThe Company acknowledges that none of any Lease Participant, notwithstanding the intention Administrative Agent, the Lessor or any Affiliate of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized (other than solely for tax purposes) as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”)thereof is making any representation, then this Agreement shall be deemed nor is it required to constitute a security agreement for such purposes under make any disclosure, now or in the UCC and other applicable law. In future, with respect to the case parties’ tax or accounting treatment of the Facility or the financing thereof, nor is any RecharacterizationLease Participant, the Seller represents Lessor, the Administrative Agent, or any Affiliate or any of the foregoing responsible, nor will it be responsible in the future, for tax and warrants that each remittance of Collections accounting advice with respect to the Agent Facility or the Purchasers hereunder financing thereof, and the Company has had or will have been (i) in payment the benefit of a debt incurred in the ordinary course advice of its business or financial affairs own independent tax and (ii) made in the ordinary course of its business or financial affairsaccounting advisors with respect to such matters.

Characterization. (a) It is the intention of the The parties hereto agree that each purchase hereunder shall constitute it is their express intent that the conveyance contemplated by this Agreement be, and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Administrative Agent for all representationspurposes as, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such a sale does not constitute and is not intended to result in an assumption by any Purchaser or the Administrative Agent or any assignee thereof of any obligation of Seller or Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or Originator. Notwithstanding the foregoing, (i) solely for purposes of taxes imposed on or measured by net income or gross receipts, and without in any way impairing the position set forth in the first sentence of this Section 13.15(a)(i) or the characterization of the transfer effected under the Receivables Sales Agreement, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by law. (b) In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrative Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s 's right, title and interest in, in and to the Mortgage Loans and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights Loan REMIC Interests. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein the Loan REMIC Interests by the Seller to secure the prompt and complete payment a debt or other obligation of the Aggregate Unpaids (collectively, the “Purchased Assets”)Seller. The Administrative Agent and the Purchasers shall haveHowever, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. (c) Ifevent that, notwithstanding the intention intent of the parties expressed aboveparties, any sale or transfer by Seller hereunder shall the Mortgage Loans and the Loan REMIC Interests are held to continue to be characterized (other than solely for tax purposes) as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any property of the foregoing being a “Recharacterization”)Seller, then then: (a) this Agreement shall be deemed to constitute be a security agreement under applicable law; (b) the transfer of the Mortgage Loans and the Loan REMIC Interests provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller right, title and interest in and to the Mortgage Loans and the Loan REMIC Interests and all amounts payable to the holder(s) of those assets in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by SBMS VII to the Trustee of its interests in the Mortgage Loans and the Loan REMIC Interests as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage 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 under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the UCC and other Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the Loan REMIC Interests, 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 of this Agreement and the Pooling and Servicing Agreement. In connection with the case of any Recharacterizationforegoing, the Seller represents authorizes the Purchaser to execute and warrants that each remittance of Collections file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairsforegoing.

Characterization. The following expressions of intent, representations, warranties, covenants, agreements, stipulations and waivers are a material inducement to Lessor entering into this Lease: 31 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 7210/02-475 (a) It is the intention of the parties hereto that each purchase hereunder shall constitute Lessor and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, Lessee intend that (i) Seller shall be liable to each Purchaser this Lease constitutes an unseverable, unitary and single lease of all, but not less than all, of the Administrative Agent for all representationsProperties, warrantiesand, covenants and indemnities made by Seller pursuant if at any time this Lease covers other real property in addition to the terms of Properties, neither this AgreementLease, and nor Lessee’s obligations or rights hereunder may be allocated or otherwise divided among such properties by Lessee; (ii) such sale does not constitute and this Lease is a “true lease,” is not intended to result in an assumption a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; and (iii) the business relationship created by this Lease and any Purchaser or the Administrative Agent or any assignee thereof related documents is solely that of any obligation of Seller or Originator or any other person arising in connection with the Receivablesa long-term commercial lease between Lessor and Lessee, the Related Security, or Lease has been entered into by both parties in reliance upon the related Contracts, or any other obligations of Seller or Originator. Notwithstanding the foregoing, (i) solely for purposes of taxes imposed on or measured by net income or gross receiptseconomic and legal bargains contained herein, and without none of the agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership (de facto or de jure) between Lessor and Lessee, to make them joint venturers, to make Lessee an agent, legal representative, partner, subsidiary or employee of Lessor, nor to make Lessor in any way impairing responsible for the position set forth in the first sentence debts, obligations or losses of this Section 13.15(a)(i) or the characterization of the transfer effected under the Receivables Sales Agreement, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by lawLessee. (b) In addition Lessor and Lessee covenant and agree that: (i) each intends to treat this Lease as an operating lease pursuant to Statement of Financial Accounting Standards No. 13, as amended, and as a true lease for state Law reporting purposes and for federal income tax purposes; (ii) each party will not, nor will it permit any ownership interest which the Administrative Agent may from time Affiliate to, at any time, take any action or fail to time acquire pursuant hereto, Seller hereby grants take any action with respect to the Administrative Agent for the ratable benefit preparation or filing of the Purchasers a valid and perfected security interest in all of Seller’s rightany statement or disclosure to Governmental Authority, title and interest inincluding without limitation, any income tax return (including an amended income tax return), to and under all Receivables now existing the extent that such action or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating such failure to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids (collectively, the “Purchased Assets”). The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall take action would be cumulative. (c) If, notwithstanding inconsistent with the intention of the parties expressed abovein this Section 18.04; (iii) with respect to the Properties, the Lease Term is less than seventy-five percent (75%) of the estimated remaining economic life of the Properties; and (iv) the Base Annual Rental is the fair market value for the use of the Properties and was agreed to by Lessor and Lessee on that basis, and the execution and delivery of, and the performance by Lessee of its obligations under, this Lease do not constitute a transfer of all or any sale part of the Properties. (c) Lessee waives any claim or transfer by Seller hereunder shall be characterized (defense based upon the characterization of this Lease as anything other than solely for tax purposes) a true lease and as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any master lease of all of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement for such purposes under the UCC Properties. Lessee stipulates and other applicable law. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder will have been agrees (i) in payment not to challenge the validity, enforceability or characterization of the lease of the Properties as a debt incurred in true lease and/or as a single, unitary, unseverable instrument pertaining to the ordinary course lease of its business or financial affairs all, but not less than all, of the Properties; and (ii) made not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in the ordinary course of its business or financial affairsthis Section 18.04.

Characterization. (a) It is the intention The following expressions of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable saleintent, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Administrative Agent for all representations, warranties, covenants covenants, agreements, stipulations and indemnities made waivers are a material inducement to Landlord entering into this Lease: (a) The business relationship created by Seller pursuant to this Lease and any related documents is solely that of a long-term commercial lease between Landlord and Tenant, the terms of this AgreementLease has been entered into by both parties in reliance upon the economic and legal bargains contained herein, and none of the agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership (iide facto or de jure) such sale does not constitute between Landlord and is not intended Tenant, to result in make them joint venturers, to make Tenant an assumption by any Purchaser agent, legal representative, partner, subsidiary or the Administrative Agent or any assignee thereof employee of any obligation of Seller or Originator or any other person arising in connection with the ReceivablesLandlord, the Related Security, or the related Contracts, or any other obligations of Seller or Originator. Notwithstanding the foregoing, (i) solely for purposes of taxes imposed on or measured by net income or gross receipts, and without nor to make Landlord in any way impairing responsible for the position set forth in the first sentence debts, obligations or losses of this Section 13.15(a)(i) or the characterization of the transfer effected under the Receivables Sales Agreement, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by lawTenant. (b) In addition to any ownership interest which the Administrative Agent Landlord and Tenant covenant and agree that: (i) except as may from time to time acquire pursuant hereto, Seller hereby grants otherwise be required as a result of changes in US GAAP subsequent to the Administrative Agent Effective Date, each will treat this Lease as an operating lease pursuant to Statement of Financial Accounting Standards No. 13, as amended, and as a true lease for state law reporting purposes and for federal income tax purposes; (ii) each party 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 ratable benefit preparation or filing of the Purchasers a valid and perfected security interest in all of Seller’s rightany statement or disclosure to Governmental Authority, title and interest inincluding without limitation, any income tax return (including an amended income tax return), to and under all Receivables now existing the extent that such action or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating such failure to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids (collectively, the “Purchased Assets”). The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall take action would be cumulative. (c) If, notwithstanding inconsistent with the intention of the parties expressed abovein this Section 16.04; (iii) with respect to the Properties, the Lease Term (including any sale Extension Term) is less than eighty percent (80%) of the estimated remaining economic life of the Properties; and (iv) the Base Annual Rental is the fair market value for the use of the Properties and was agreed to by Landlord and Tenant on that basis, and the execution and delivery of, and the performance by Tenant of its obligations under, this Lease do not constitute a transfer of all or transfer by Seller hereunder shall be characterized any part of the Properties. (c) Tenant waives any claim or defense based upon the characterization of this Lease as anything other than solely for tax purposes) a true lease and as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any master lease of all of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement for such purposes under the UCC Properties. Tenant stipulates and other applicable law. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder will have been agrees (i) in payment not to challenge the validity, enforceability or characterization of the lease of the Properties as a debt incurred in true lease and/or as a single, unitary, unseverable instrument pertaining to the ordinary course lease of its business or financial affairs all, but not less than all, of the Properties; and (ii) made not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in the ordinary course of its business or financial affairsthis Section 16.04.

Characterization. (a) It is In order to protect the intention rights and remedies of the Funding Parties following a Termination Event or a Cancellation Event, and for the purposes of Federal, state and local income and ad valorem taxes and Title 11 of the United States Code (or any other applicable Federal, state or local insolvency, reorganization, moratorium, fraudulent conveyance or similar law now or hereafter in effect for the relief of debtors), the parties hereto intend that each purchase hereunder shall constitute and (i) the Lease be treated as an absolute the repayment and irrevocable salesecurity provisions of a loan by the Lessor to the Company in the amount of the Facility Cost, which purchase shall provide (ii) all payments of Basic Rent, Interim Special Rent, Supplemental Rent, the applicable Purchaser Final Rent Payment, the Completion Costs Payment, the Termination Value and the Purchase Price be treated as payments of principal, interest and other amounts owing with respect to such loan and (iii) the full Company be treated as entitled to all benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Administrative Agent Facility or any assignee thereof of any obligation of Seller or Originator or any other person arising in connection with the Receivablespart thereof. In addition, the Related Securityparties acknowledge that after payment in full of the Ownership Interests, or the related Contracts, or Yield accrued thereon and any other obligations of Seller or Originator. Notwithstanding the foregoingCompany under the Operative Documents, (i) solely for purposes of taxes imposed on or measured by net income or gross receipts, and without in any way impairing the position set forth in the first sentence of this Section 13.15(a)(i) or the characterization remaining proceeds of the transfer effected under Facility shall be distributed to the Receivables Sales Agreement, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by lawCompany. (b) In addition to The Company agrees that neither it nor any ownership interest which of its Affiliates (whether or not consolidated or combined returns are filed for any such Affiliate and the Administrative Agent may Company for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document inconsistent with the intended income tax treatment set forth in the preceding sentence, and the Company agrees that the Company and any such Affiliates will file such returns, maintain such records, take such action and execute such documents (as reasonably requested by the Lessor or the Lease Participants from time to time) as may be appropriate to facilitate the realization of such intended income tax treatment. Each of the Lessor and the Lease Participants agrees that neither it nor any affiliate (whether or not consolidated or combined returns are filed for such affiliate and the Lessor or any Lease Participant, as the case may be, for federal, state or local income tax purposes) will at any time acquire take any action, directly or indirectly, or file any return or other document claiming, or asserting that it is entitled to, the income tax benefits, deductions and/or credits which, pursuant hereto, Seller hereby grants to the Administrative Agent for intended income tax treatment set forth herein, would otherwise be claimed or claimable by the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such ReceivablesCompany, and all proceeds of that it and any thereof prior such affiliates will file such returns, maintain such records, take such actions, and execute such documents (as reasonably requested by the Company from time to all other liens on time) as may be appropriate to facilitate the realization of, and security interests therein as shall be consistent with, such intended income tax treatment, and if any such filing, maintenance, action or execution requested by the Company would result in any additional income tax liability payable by it or any affiliate, or could reasonably be expected to secure result in liability payable by it or any affiliate, unrelated to the prompt and complete payment of intended income tax treatment set forth herein, then the Aggregate Unpaids (collectivelyCompany will provide an indemnity against such unrelated income tax liability satisfactory to the Lessor or any Lease Participant, as the “Purchased Assets”). The Administrative Agent and the Purchasers shall havecase may be, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulativeits sole opinion. (c) IfThe Company acknowledges that neither any Lease Participant, notwithstanding the intention Lessor or any Affiliate of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized (other than solely for tax purposes) as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”)is making any representation, then this Agreement shall be deemed nor is it required to constitute a security agreement for such purposes under make any disclosure, now or in the UCC and other applicable law. In future, with respect to the case parties' tax or accounting treatment of the Facility or the financing thereof, nor is any RecharacterizationLease Participant, the Seller represents Lessor or any Affiliate or any of the foregoing responsible, nor will it be responsible in the future, for tax and warrants that each remittance of Collections accounting advice with respect to the Agent Facility or the Purchasers hereunder financing thereof, and the Company has had or will have been (i) in payment the benefit of a debt incurred in the ordinary course advice of its business or financial affairs own independent tax and (ii) made in the ordinary course of its business or financial affairsaccounting advisors with respect to such matters.

Characterization. (a) It is the intention intent of the Company that the Lease will be treated as an operating lease for accounting purposes. It is the intent of the Company and each Lessor Party and the Company and each Lessor Party agree that for all U.S. tax purposes, the Lease and other Operative Documents shall be treated as the repayment and security provisions of a loan by each Lessor Party to the Company and that the Company will be treated as the legal and beneficial owner of the Property entitled to cost recovery deductions and all other tax benefits attributable to the ownership of the Property and all payments of Permitted Lease Balance, Termination Value, Residual Value Amount, Fixed Rent and Additional Rent during the Lease Term shall be treated as payments of interest and principal. Further, for purposes of bankruptcy and secured party enforcement purposes, the parties hereto intend that (i) the Lease and the other Operative Documents shall be treated as the repayment and security provisions of a loan to the Company and (ii) all payments of Permitted Lease Balance, Termination Value, Residual Value Amount, Fixed Rent and Additional Rent to the extent payable hereunder or under any other Operative Document shall be treated as payments of principal, interest and other amounts owing with respect to such loan, respectively. In the event that the transactions contemplated by the Operative Documents are not treated for tax and accounting purposes in a manner consistent with the intent of the parties as described in this Section 5.05(a), then, at the Company's reasonable request and at its sole cost and expense, each of the parties hereto hereby agrees that each purchase hereunder it shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser reasonably cooperate with the full benefits of ownership of Company to amend the applicable Purchaser Interest. Except as specifically Operative Documents to accomplish such intended treatment; provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse that no amendments to Seller; provided, however, that (i) Seller the Operative Documents shall be liable to each Purchaser and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Administrative Agent or any assignee thereof of any obligation of Seller or Originator or any other person arising entered into in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or Originator. Notwithstanding the foregoing, (i) solely for purposes of taxes imposed on or measured by net income or gross receipts, and without this provision if such amendments would in any way impairing the position set forth adversely affect any of such Person's rights or interests in the first sentence of this Section 13.15(a)(i) Property or the characterization of the transfer effected under the Receivables Sales Agreementany Operative Document, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans cause any such Person to incur any additional risks or to incur any additional costs or expenses not otherwise satisfactorily indemnified by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by lawCompany. (b) In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrative Agent for the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids (collectively, the “Purchased Assets”). The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. (c) If, notwithstanding the intention of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized (other than solely for tax purposes) as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement for such purposes under the UCC and other applicable law. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course of its business or financial affairs and (ii) made in the ordinary course of its business or financial affairs.

Characterization. (a) It is In order to protect the intention rights and remedies of the Funding Parties following a Termination Event or a Cancellation Event, and for the purposes of commercial law and Federal, state and local income and ad valorem taxes and Title 11 of the United States Code (or any other applicable Federal, state or local insolvency, reorganization, moratorium, fraudulent conveyance or similar law now or hereafter in effect for the relief of debtors), the parties hereto intend that each purchase hereunder shall constitute and (i) the Lease be treated as an absolute the repayment and irrevocable salesecurity provisions of a loan by the Lessor to the Company in the amount of the Facility Cost, which purchase shall provide (ii) all payments of Basic Rent, Supplemental Rent, the applicable Purchaser Final Rent Payment, the Completion Costs Payment, the Termination Value and the Purchase Price be treated as payments of principal, interest and other amounts owing with respect to such loan and (iii) the full Company be treated as entitled to all benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Administrative Agent Facility or any assignee thereof of any obligation of Seller or Originator or any other person arising in connection with the Receivablespart thereof. In addition, the Related Securityparties acknowledge that after payment in full of the Ownership Interests, or the related Contracts, or Yield accrued thereon and any other obligations of Seller or Originator. Notwithstanding the foregoingCompany under the Operative Documents, (i) solely for purposes of taxes imposed on or measured by net income or gross receipts, and without in any way impairing the position set forth in the first sentence of this Section 13.15(a)(i) or the characterization remaining proceeds of the transfer effected under Facility shall be distributed to the Receivables Sales Agreement, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by lawCompany. (b) In addition to The Company agrees that neither it nor any ownership interest which of its Affiliates (whether or not consolidated or combined returns are filed for any such Affiliate and the Administrative Agent may Company for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document inconsistent with the intended income tax treatment set forth in the preceding clause (a), and the Company agrees that the Company and any such Affiliates will file such returns, maintain such records, take such action and execute such documents (as reasonably requested by the Lessor or the Lease Participants from time to time) as may be appropriate to facilitate the realization of such intended income tax treatment. Each of the Lessor and the Lease Participants agrees that neither it nor any affiliate (whether or not consolidated or combined returns are filed for such affiliate and the Lessor or any Lease Participant, as the case may be, for federal, state or local income tax purposes) will at any time acquire take any action, directly or indirectly, or file any return or other document claiming, or asserting that it is entitled to, the income tax benefits, deductions and/or credits which, pursuant hereto, Seller hereby grants to the Administrative Agent for intended income tax treatment set forth herein, would otherwise be claimed or claimable by the ratable benefit of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such ReceivablesCompany, and all proceeds of that it and any thereof prior such affiliates will file such returns, maintain such records, take such actions, and execute such documents (as reasonably requested by the Company from time to all other liens on time) as may be appropriate to facilitate the realization of, and security interests therein as shall be consistent with, such intended income tax treatment, and if any such filing, maintenance, action or execution requested by the Company or the Guarantor would result in any additional income tax liability payable by it or any affiliate, or could reasonably be expected to secure result in liability payable by it or any affiliate, unrelated to the prompt and complete payment of intended income tax treatment set forth herein, then the Aggregate Unpaids (collectivelyCompany will provide an indemnity against such unrelated income tax liability satisfactory to the Lessor or any Lease Participant, as the “Purchased Assets”). The Administrative Agent and the Purchasers shall havecase may be, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulativeits sole opinion. (c) IfThe Company acknowledges that no Lease Participant, notwithstanding the intention Lessor or any Affiliate of the parties expressed above, any sale or transfer by Seller hereunder shall be characterized (other than solely for tax purposes) as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”)thereof is making any representation, then this Agreement shall be deemed nor is it required to constitute a security agreement for such purposes under make any disclosure, now or in the UCC and other applicable law. In future, with respect to the case parties' tax or accounting treatment of the Facility or the financing thereof, nor is any RecharacterizationLease Participant, the Seller represents Lessor or any Affiliate or any of the foregoing responsible, nor will it be responsible in the future, for tax and warrants that each remittance of Collections accounting advice with respect to the Agent Facility or the Purchasers hereunder financing thereof, and the Company has had or will have been (i) in payment the benefit of a debt incurred in the ordinary course advice of its business or financial affairs own independent tax and (ii) made in the ordinary course of its business or financial affairsaccounting advisors with respect to such matters.

Characterization. (a) It is the intention The following expressions of the parties hereto that each purchase hereunder shall constitute and be treated as an absolute and irrevocable saleintent, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Administrative Agent for all representations, warranties, covenants covenants, agreements, stipulations and indemnities made by Seller pursuant waivers are a material inducement to Landlord entering into this Lease: (a) Landlord and Tenant intend that: (i) this Lease constitutes an un-severable, unitary and single lease of all, but not less than all, of the Properties, and if at any time this Lease covers other real property in addition to the terms of Properties, neither this AgreementLease, and nor Tenant’s obligations or rights hereunder may be allocated or otherwise divided among such properties by Tenant; (ii) such sale this Lease does not constitute and separate leases contained in one document; (iii) the use of the expression “unitary lease” to describe this Lease is not intended merely for convenient reference, but is the conscious choice of the parties to result express the intent of the parties in regard to an assumption by any Purchaser or integral part of this transaction. To accomplish the Administrative Agent or any assignee thereof creation of any obligation of Seller or Originator or any other person arising in connection with the Receivablesa unitary lease, the Related Securityparties intend that the Rental and all other provisions of this Lease have been negotiated and agreed to based on a demise of all the Properties covered by this Lease as a single, composite, inseparable transaction; (iv) this Lease is a “true lease,” is not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or the related Contracts, other financing or any other obligations of Seller or Originator. Notwithstanding the foregoing, (i) solely for purposes of taxes imposed on or measured by net income or gross receiptstrust arrangement, and without the economic realities of this Lease are those of a true lease; (v) except as expressly provided in this Lease, the Rental payable hereunder is payable for the Properties as a single, indivisible, integrated transaction and that but for such integration, the Rental would have been computed on a different basis; and (vi) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between Landlord and Tenant, the Lease has been entered into by both parties in reliance upon the economic and legal bargains contained herein, and none of the agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership (de facto or de jure) between Landlord and Tenant, to make them joint venturers, to make Tenant an agent, legal representative, partner, subsidiary or employee of Landlord, nor to make Landlord in any way impairing responsible for the position set forth debts, obligations or losses of Tenant. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the first sentence extent expressly so stated), all provisions of this Section 13.15(a)(i) or Lease, including definitions, commencement and expiration dates, rental provisions, use provisions, renewal provisions, breach, default, enforcement and termination provisions and assignment and subletting provisions, shall apply equally and uniformly to all the characterization Premises as one unit and are not severable. A default of any of the transfer effected terms or conditions of this Lease occurring with respect to any one Property shall be a default under this Lease with respect to all the Receivables Sales AgreementProperties. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), it is the provisions of this Lease shall at all times be construed, interpreted and applied such that the intention of the parties hereto that each purchase hereunder Landlord and Tenant to create a unitary lease shall constitute be preserved and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by lawmaintained. (b) In addition Landlord and Tenant covenant and agree that: (i) each will treat this Lease as an operating lease pursuant to Accounting Standards Codification (ASC) 842, as amended, and as a true lease for state law reporting purposes and for federal income tax purposes; (ii) each party will not, nor will it permit any ownership interest which the Administrative Agent may from time Affiliate to, at any time, take any action or fail to time acquire pursuant hereto, Seller hereby grants take any action with respect to the Administrative Agent for the ratable benefit preparation or filing of the Purchasers a valid and perfected security interest in all of Seller’s rightany statement or disclosure to Governmental Authority, title and interest inincluding without limitation, any income tax return (including an amended income tax return), to and under all Receivables now existing the extent that such action or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating such failure to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids (collectively, the “Purchased Assets”). The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall take action would be cumulative. (c) If, notwithstanding inconsistent with the intention of the parties expressed abovein this Section 18.04; (iii) with respect to the Properties, the Lease Term (including any sale Extension Term) is less than eighty percent (80%) of the estimated remaining economic life of the Properties; and (iv) the Base Annual Rental is the fair market value for the use of the Properties and was agreed to by Landlord and Tenant on that basis, and the execution and delivery of, and the performance by Tenant of its obligations pursuant to, this Lease do not constitute a transfer of all or transfer by Seller hereunder shall be characterized any part of the Properties. (c) Tenant waives any claim or defense based upon the characterization of this Lease as anything other than solely for tax purposes) a true lease and as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any master lease of all of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement for such purposes under the UCC Properties. Tenant stipulates and other applicable law. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder will have been agrees: (i) in payment not to challenge the validity, enforceability or characterization of the lease of the Properties as a debt incurred in true lease and/or as a single, unitary, un-severable instrument pertaining to the ordinary course lease of its business or financial affairs all, but not less than all, of the Properties; and (ii) made not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in this Section 18.04. (d) Tenant acknowledges that fee simple title (both legal and equitable) is in Landlord and that Tenant has only the ordinary course leasehold right of its business possession and use of the Properties as provided herein. (e) For the purposes of any assumption, rejection or financial affairsassignment of this Lease under 11 U.S.C. Section 365 or any amendment or successor section thereof, this is one indivisible and non-severable lease dealing with all Properties which must be assumed, rejected or assigned as a whole with respect to all (and only all) of the Properties.

Characterization. The following expressions of intent, representations, warranties, covenants, agreements, stipulations and waivers are a material inducement to Landlord entering into this Lease: (a) It is the intention of the parties hereto Tenant has made its own independent determination that each purchase hereunder shall constitute this Lease qualifies for sale-leaseback accounting in accordance with FASB Accounting Standards Codification (ASC) Subtopic 840-40. (b) Landlord and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, Tenant intend that (i) Seller shall be liable to each Purchaser this Lease 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, and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms economic realities of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Administrative Agent or any assignee thereof Lease are those of any obligation of Seller or Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or Originator. Notwithstanding the foregoing, (i) solely for purposes of taxes imposed on or measured by net income or gross receipts, and without in any way impairing the position set forth in the first sentence of this Section 13.15(a)(i) or the characterization of the transfer effected under the Receivables Sales Agreement, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) true lease and (ii) the business relationship created by this Lease and any related documents is solely that of a long term commercial lease between Landlord and Tenant, the Lease has been entered into by both parties agree in reliance upon the economic and legal bargains contained herein, and none of the agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership (Ade facto or de jure) act between Landlord and Tenant, to make them joint venturers, to make Tenant an agent, legal representative, partner, subsidiary or employee of Landlord, nor to make Landlord in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by law. (b) In addition to any ownership interest which the Administrative Agent may from time to time acquire pursuant hereto, Seller hereby grants to the Administrative Agent way responsible for the ratable benefit debts, obligations or losses of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids (collectively, the “Purchased Assets”). The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulativeTenant. (c) IfLandlord and Tenant covenant and agree that: (i) each will treat this Lease as an operating lease pursuant to ASC Subtopic 840-40, notwithstanding as amended, and as a true lease for state law reporting purposes and for federal income tax purposes; (ii) each party 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 or filing of any statement or disclosure to Governmental Authority, including without limitation, 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 abovein this Section 17.28; (iii) with respect to the Property, the Lease Term (including any sale Extension Term) is less than eighty percent (80%) of the estimated remaining economic life of the Property; and (iv) the Fixed Annual Rent is the fair market value for the use of the Property and was agreed to by Landlord and Tenant on that basis, and the execution and delivery of, and the performance by Tenant of its obligations under, this Lease do not constitute a transfer of all or transfer by Seller hereunder shall be characterized any part of the Property. (d) Tenant waives any claim or defense based upon the characterization of this Lease as anything other than solely for tax purposes) as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any true lease of all of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement for such purposes under the UCC Property. Tenant stipulates and other applicable law. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder will have been agrees (i) in payment not to challenge the validity, enforceability or characterization of the lease of the Property as a debt incurred in true lease and/or as a single, unitary, unseverable instrument pertaining to the ordinary course lease of its business or financial affairs all the Property; and (ii) made not to assert or take or omit to take any action inconsistent with the agreements and understandings set forth in the ordinary course of its business or financial affairsthis Section 17.28.

Characterization. The following expressions of intent, representations, warranties, covenants, agreements, stipulations and waivers are a material inducement to Lessor entering into this Lease: (a) It is the intention of the parties hereto that each purchase hereunder shall constitute Lessor and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, Lessee intend that (i) Seller shall be liable to each Purchaser this Lease constitutes an unseverable, unitary and single lease of all, but not less than all, of the Administrative Agent for all representationsProperties, warrantiesand, covenants and indemnities made by Seller pursuant if at any time this Lease covers other real property in addition to the terms of Properties, neither this AgreementLease, and nor Lessee’s obligations or rights hereunder may be allocated or otherwise divided among such properties by Lessee; (ii) such sale does not constitute this Lease is a “true lease,” and is not intended to result in an assumption by any Purchaser a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or the Administrative Agent other financing or any assignee thereof of any obligation of Seller or Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or Originator. Notwithstanding the foregoing, (i) solely for purposes of taxes imposed on or measured by net income or gross receiptstrust arrangement, and without the economic realities of this Lease are those of a true lease; and (iii) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between Lessor and Lessee, this Lease has been entered into by both parties in reliance upon the economic and legal bargains contained herein, and none of the agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership (de facto or de jure) between Lessor and Lessee, to make them joint venturers, to make Lessee an agent, legal representative, partner, subsidiary or employee of Lessor, nor to make Lessor in any way impairing responsible for the position set forth in the first sentence debts, obligations or losses of this Section 13.15(a)(i) or the characterization of the transfer effected under the Receivables Sales Agreement, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by lawLessee. (b) In addition Except as provided in Section 16.04(c)(ii) below, Lessor and Lessee covenant and agree that: (i) each intends to treat this Lease as an operating lease pursuant to Accounting Standards Codification No. 842, as amended, and as a true lease for state Law reporting purposes and for federal income tax purposes; (ii) each party will not, nor will it permit any ownership interest which the Administrative Agent may from time Affiliate to, at any time, take any action or fail to time acquire pursuant hereto, Seller hereby grants take any action with respect to the Administrative Agent for the ratable benefit preparation or filing of the Purchasers a valid and perfected security interest in all of Seller’s rightany statement or disclosure to Governmental Authority, title and interest inincluding without limitation, any income tax return (including an amended income tax return), to and under all Receivables now existing the extent that such action or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating such failure to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids (collectively, the “Purchased Assets”). The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall take action would be cumulative. (c) If, notwithstanding inconsistent with the intention of the parties expressed abovein this Section 16.04; (iii) with respect to the Properties, the initial Lease Term is less than seventy-five percent (75%) of the estimated remaining economic life of the Properties; and (iv) the Base Annual Rental is the fair market value for the use of the Properties and was agreed to by L▇▇▇▇▇ and L▇▇▇▇▇ on that basis, and the execution and delivery of, and the performance by Lessee of its obligations under, this Lease do not constitute a transfer of all or any sale part of the Properties. (c) Lessee waives any claim or transfer by Seller hereunder shall be characterized (defense based upon L▇▇▇▇▇’s characterization of this Lease as anything other than solely for tax purposes) a true lease and as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any master lease of all of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement for such purposes under the UCC Properties. Lessee stipulates and other applicable law. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder will have been agrees (i) in payment not to challenge L▇▇▇▇▇’s determination of the validity, enforceability or characterization of this Lease of the Properties as a debt incurred in true lease and/or as a single, unitary, unseverable instrument pertaining to this Lease of all, but not less than all, of the ordinary course of its business or financial affairs Properties; and (ii) made not to assert or take or omit to take any action inconsistent with the intentions, agreements and understandings set forth in the ordinary course of its business or financial affairsthis Section 16.04, except that Lessee may treat this Lease as a failed sale-leaseback for accounting purposes pursuant to Accounting Standards Codification No.’s 606 and 842.

Characterization. The following expressions of intent, representations, warranties, covenants, agreements, stipulations and waivers are a material inducement to Lessor entering into this Lease: (a) It is the intention of the parties hereto that each purchase hereunder shall constitute Lessor and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, Lessee intend that (i) Seller shall be liable to each Purchaser this Lease constitutes an unseverable, unitary and single lease of all, but not less than all, of the Administrative Agent for all representationsProperties, warrantiesand, covenants and indemnities made by Seller pursuant if at any time this Lease covers other real property in addition to the terms of Properties, neither this AgreementLease, and nor Lessee’s obligations or rights hereunder may be allocated or otherwise divided among such properties by Lessee; (ii) such sale does not constitute this Lease is a “true lease,” and is not intended to result in an assumption by any Purchaser a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or the Administrative Agent other financing or any assignee thereof of any obligation of Seller or Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or Originator. Notwithstanding the foregoing, (i) solely for purposes of taxes imposed on or measured by net income or gross receiptstrust arrangement, and without the economic realities of this Lease are those of a true lease; and (iii) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between Lessor and Lessee, this Lease has been entered into by both parties in reliance upon the economic and legal bargains contained herein, and none of the agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership (de facto or de jure) between Lessor and Lessee, to make them joint venturers, to make Lessee an agent, legal representative, partner, subsidiary or employee of Lessor, nor to make Lessor in any way impairing responsible for the position set forth in the first sentence debts, obligations or losses of this Section 13.15(a)(i) or the characterization of the transfer effected under the Receivables Sales Agreement, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by lawLessee. (b) In addition Except as provided in Section 16.04(c)(ii) below, Lessor and Lessee covenant and agree that: (i) each intends to treat this Lease as an operating lease pursuant to Accounting Standards Codification No. 842, as amended, and as a true lease for state Law reporting purposes and for federal income tax purposes; (ii) each party will not, nor will it permit any ownership interest which the Administrative Agent may from time Affiliate to, at any time, take any action or fail to time acquire pursuant hereto, Seller hereby grants take any action with respect to the Administrative Agent for the ratable benefit preparation or filing of the Purchasers a valid and perfected security interest in all of Seller’s rightany statement or disclosure to Governmental Authority, title and interest inincluding without limitation, any income tax return (including an amended income tax return), to and under all Receivables now existing the extent that such action or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating such failure to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids (collectively, the “Purchased Assets”). The Administrative Agent and the Purchasers shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall take action would be cumulative. (c) If, notwithstanding inconsistent with the intention of the parties expressed abovein this Section 16.04; (iii) with respect to the Properties, the initial Lease Term is less than seventy-five percent (75%) of the estimated remaining economic life of the Properties; and (iv) the Base Annual Rental is the fair market value for the use of the Properties and was agreed to by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ on that basis, and the execution and delivery of, and the performance by Lessee of its obligations under, this Lease do not constitute a transfer of all or any sale part of the Properties. (c) Lessee waives any claim or transfer by Seller hereunder shall be characterized (defense based upon ▇▇▇▇▇▇’s characterization of this Lease as anything other than solely for tax purposes) a true lease and as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any master lease of all of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement for such purposes under the UCC Properties. Lessee stipulates and other applicable law. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder will have been agrees (i) in payment not to challenge ▇▇▇▇▇▇’s determination of the validity, enforceability or characterization of this Lease of the Properties as a debt incurred in true lease and/or as a single, unitary, unseverable instrument pertaining to this Lease of all, but not less than all, of the ordinary course of its business or financial affairs Properties; and (ii) made not to assert or take or omit to take any action inconsistent with the intentions, agreements and understandings set forth in the ordinary course of its business or financial affairsthis Section 16.04, except that Lessee may treat this Lease as a failed sale-leaseback for accounting purposes pursuant to Accounting Standards Codification No.’s 606 and 842.

Characterization. (a) It is In order to protect the intention rights and remedies of the Lessor, the Agent and the Lenders for the purposes of Federal, state and local income and ad valorem taxes and Title 11 of the United States Code (or any other applicable Federal, state or local insolvency, reorganization, moratorium, fraudulent conveyance or similar law now or hereafter in effect), the parties hereto intend that each purchase hereunder shall constitute and (i) the Lease be treated as an absolute the repayment and irrevocable salesecurity provisions of a loan by the Lessor to the Company in the amount of the Facility Cost, which purchase shall provide (ii) all payments of Basic Rent, Interim Special Rent, Supplemental Rent, the applicable Purchaser Final Rent Payment or the Completion Costs Payment, as applicable, the Termination Value and the Purchase Price be treated as payments of principal, interest and other amounts owing with respect to such loan and (iii) the full Company be treated as entitled to all benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Administrative Agent Facility or any assignee thereof of any obligation of Seller or Originator or any other person arising in connection with the Receivablespart thereof. In addition, the Related Securityparties acknowledge that after payment in full of the Notes, or the related Contracts, or interest and yield accrued thereon and any other obligations of Seller or Originator. Notwithstanding the foregoingCompany under the Operative Documents, (i) solely for purposes of taxes imposed on or measured by net income or gross receipts, and without in any way impairing the position set forth in the first sentence of this Section 13.15(a)(i) or the characterization remaining proceeds of the transfer effected under Facility shall be distributed to the Receivables Sales Agreement, it is the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by lawCompany. (b) In addition to The Company agrees that neither it nor any ownership interest which of its Affiliates (whether or not consolidated or combined returns are filed for any such Affiliate and the Administrative Company for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document inconsistent with the intended income tax treatment set forth in the preceding sentence, and the Company agrees that the Company and any such Affiliates will file such returns, maintain such records, take such action and execute such documents (as reasonably requested by the Lessor, the Agent may or the Lenders from time to time acquire pursuant hereto, Seller hereby grants time) as may be appropriate to facilitate the Administrative Agent for the ratable benefit realization of such intended income tax treatment. Each of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arisingLessor, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids (collectively, the “Purchased Assets”). The Administrative Agent and the Purchasers Lenders agrees that neither it nor any affiliate (whether or not consolidated or combined returns are filed for such affiliate and the Lessor, the Agent or any Lender, as the case may be, for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document claiming, or asserting that it is entitled to, the income tax benefits, deductions and/or credits which, pursuant to the intended income tax treatment set forth herein, would otherwise be claimed or claimable by the Company, and that it and any such affiliates will file such returns, maintain such records, take such actions, and execute such documents (as reasonably requested by the Company from time to time) as may be appropriate to facilitate the realization of, and as shall havebe consistent with, such intended income tax treatment, and if any such filing, maintenance, action or execution requested by the Company would result in any additional income tax liability payable by it or any affiliate, or could reasonably be expected to result in liability payable by it or any affiliate, unrelated to the intended income tax treatment set forth herein, then the Company will provide an indemnity against such unrelated income tax liability satisfactory to the Lessor, the Agent or any Lender, as the case may be, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulativeits sole opinion. (c) IfThe Company acknowledges that neither any Lender, notwithstanding the intention Agent, the Lessor or any Affiliate of any thereof is making any representation, nor is it required to make any disclosure, now or in the future, with respect to the parties' tax or accounting treatment of the parties expressed aboveFacility or the financing thereof, nor is any sale Lender, the Agent, the Lessor or transfer by Seller hereunder shall any Affiliate or any thereof responsible, nor will it be characterized (other than solely responsible in the future, for tax purposes) as a secured loan and not a sale accounting advice with respect to the Facility or such sale shall for any reason be ineffective the financing thereof, and the Company has had or unenforceable (any will have the benefit of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement for such purposes under the UCC and other applicable law. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course advice of its business or financial affairs own independent tax and (ii) made in the ordinary course of its business or financial affairsaccounting advisors with respect to such matters.

Characterization. (a) It is In order to protect the intention rights and remedies of the Lessor, the Agent and the Lenders following a Default, an Event of Default, a Termination Event or a Cancellation Event, and for the purposes of Federal, state and local income and AD VALOREM taxes and Title 11 of the United States Code (or any other applicable Federal, state or local insolvency, reorganization, moratorium, fraudulent conveyance or similar law now or hereafter in effect for the relief of debtors), the parties hereto intend that each purchase hereunder shall constitute and (i) the Lease be treated as an absolute the repayment and irrevocable salesecurity provisions of a loan by the Lessor to the Company in the amount of the Facility Cost, which purchase shall provide (ii) all payments of Basic Rent, Supplemental Rent, the applicable Purchaser Final Rent Payment or the Completion Costs Payment, as applicable, the Termination Value and the Purchase Price be treated as payments of principal, interest and other amounts owing with respect to such loan and (iii) the full Company be treated as entitled to all benefits of ownership of the applicable Purchaser InterestFacility and other Property included under the Lease or any part thereof. Except as specifically provided In addition, the parties acknowledge that after payment in this Agreement, each sale full of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser the Notes and the Administrative Agent for all representations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Administrative Agent or any assignee thereof of any obligation of Seller or Originator or any other person arising in connection with the ReceivablesLessor Investment, the Related Security, or the related Contracts, or interest and Yield accrued thereon and any other obligations of Seller or Originator. Notwithstanding the foregoingCompany under the Transaction Documents, (i) solely for purposes of taxes imposed on or measured by net income or gross receipts, and without in any way impairing the position set forth in the first sentence of this Section 13.15(a)(i) or the characterization remaining proceeds of the transfer effected Facility and other Property included under the Receivables Sales Agreement, it is Lease shall be distributed to the intention of the parties hereto that each purchase hereunder shall constitute and be treated as a loan or loans by the Purchasers to Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections (the “Intended Tax Characterization”) and (ii) the parties agree to (A) act in accordance with the Intended Tax Characterization in the preparation and the filing of all income tax returns and in the course of any tax audit, tax review or tax litigation relating thereto and (B) take no position and cause their affiliates to take no position inconsistent with such Intended Tax Characterization unless otherwise required by lawCompany. (b) In addition to The Company agrees that neither it nor any ownership interest which of its Affiliates (whether or not consolidated or combined returns are filed for any such Affiliate and the Administrative Company for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document inconsistent with the intended income tax treatment set forth in the preceding sentence, and the Company agrees that the Company and any such Affiliates will file such returns, maintain such records, take such action and execute such documents (as reasonably requested by the Lessor, the Agent may or the Lenders from time to time acquire pursuant hereto, Seller hereby grants time) as may be appropriate to facilitate the Administrative Agent for the ratable benefit realization of such intended income tax treatment. Each of the Purchasers a valid and perfected security interest in all of Seller’s right, title and interest in, to and under all Receivables now existing or hereafter arisingLessor, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids (collectively, the “Purchased Assets”). The Administrative Agent and the Purchasers Lenders agrees that neither it nor any affiliate (whether or not consolidated or combined returns are filed for such affiliate and the Lessor, the Agent or any Lender, as the case may be, for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document claiming, or asserting that it is entitled to, the income tax benefits, deductions and/or credits which, pursuant to the intended income tax treatment set forth herein, would otherwise be claimed or claimable by the Company, and that it and any such affiliates will file such returns, maintain such records, take such actions, and execute such documents (as reasonably requested by the Company or the Guarantor from time to time) as may be appropriate to facilitate the realization of, and as shall havebe consistent with, such intended income tax treatment, and if any such filing, maintenance, action or execution requested by the Company would result in any additional income tax liability payable by it or any affiliate, or could reasonably be expected to result in liability payable by it or any affiliate, unrelated to the intended income tax treatment set forth herein, then the Company will provide an indemnity against such unrelated income tax liability satisfactory to the Lessor, the Agent or any Lender, as the case may be, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulativeits sole opinion. (c) IfThe Company acknowledges that neither any Lender, notwithstanding the intention Agent, the Lessor or any Affiliate of any thereof is making any representation, nor is it required to make any disclosure, now or in the future, with respect to the parties' tax or accounting treatment of the parties expressed aboveFacility or the financing thereof, nor is any sale Lender, the Agent, the Lessor or transfer by Seller hereunder shall any Affiliate or any thereof responsible, nor will it be characterized (other than solely responsible in the future, for tax purposes) as a secured loan and not a sale accounting advice with respect to the Facility or such sale shall for any reason be ineffective the financing thereof, and the Company has had or unenforceable (any will have the benefit of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement for such purposes under the UCC and other applicable law. In the case of any Recharacterization, the Seller represents and warrants that each remittance of Collections to the Agent or the Purchasers hereunder will have been (i) in payment of a debt incurred in the ordinary course advice of its business or financial affairs own independent tax and (ii) made in the ordinary course of its business or financial affairsaccounting advisors with respect to such matters.