Interests in the Equipment. The parties hereto intend that (i) for financial accounting purposes with respect to Lessee, Lessor will be treated as the owner and the lessor of each Item of Equipment and Lessee will be treated as the lessee of each Item of Equipment and (ii) for all federal, state and local income tax purposes, state sales, use and other transaction tax purposes, (A) the Operative Documents will be treated as a financing arrangement, (B) Lessor will be deemed a lender making loans to Lessee in an amount equal to the sum of the aggregate of the outstanding Equity Contributions and the outstanding principal amount of the Tranche A Notes and Tranche B Loans and (C) Lessee will be treated as the owner of each Item of Equipment and will be entitled to all tax benefits ordinarily available to an owner of equipment like the Equipment for such tax purposes. Lessor shall take no action inconsistent with the intention of the parties set forth in clause (ii)(C) of this Section 12.5. Notwithstanding the intentions of the parties expressed herein, each party hereto acknowledges and agrees that Lessor has not made, and no other party hereto nor Arranger, any Tranche A Noteholder or Limited Partner has made, any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents and that such party has obtained and relied upon and agree that they will obtain and rely upon such tax, accounting and legal advice from their own accountants and counsel concerning the Operative Documents as they deems appropriate.
Interests in the Equipment. The parties hereto intend that (a) for financial accounting purposes with respect to Obligor, Obligee will be treated as the owner and the lessor of each Item of Equipment and Obligor will be treated as the lessee of each Item of Equipment and (b) for all other purposes, including federal and all state and local income tax purposes, state sales, use and other transaction tax purposes and state commercial law, (i) the Operative Documents will be treated as a financing arrangement, (ii) Obligee will be deemed a lender making loans to Obligor in an amount equal to the sum of the aggregate of the Equity Components for each Item of Equipment and the outstanding principal amount of the Loans and (iii) Obligor will be treated as the owner of each Item of Equipment and will be entitled to all tax benefits ordinarily available to an owner of equipment like the Equipment for such tax purposes. Obligee shall take no action inconsistent with the intention of the parties set forth in clause (b)(iii) of this Section 10.5; provided however, if this Equipment Agreement is finally and conclusively determined by any taxing authority having jurisdiction with respect thereto not to constitute a finance lease, Obligee, Owner Participant, Lender, Security Trustee and Obligor may take all actions necessary or desirable as a result of such determination and otherwise permitted by the terms of the Operative Documents. Notwithstanding the intentions of the parties expressed herein, Obligor acknowledges and agrees that neither Obligee, Owner Participant, Lender, Security Trustee nor Agent has made any representations or warranties to Obligor concerning the tax, accounting or legal characteristics of the Operative Documents and that Obligor has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents as it deems appropriate.
