Common use of Characterization of this Lease Clause in Contracts

Characterization of this Lease. (1) Both NAI and BNPPLC intend that (A) for the purposes of determining the proper accounting for this Lease by NAI, BNPPLC will be treated as the owner and landlord of the Property and NAI will be treated as the tenant of the Property, and (B) for income tax purposes and commercial law (including real estate and bankruptcy law) and regulatory purposes, (1) this Lease and the other Operative Documents will be treated as a financing arrangement, (2) BNPPLC will be deemed a lender making loans to NAI in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (3) NAI will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in Exhibit B, NAI is granting to BNPPLC a lien upon and mortgaging and warranting title to the Land and the Improvements and all rights, titles and interests of NAI in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of NAI arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing, NAI and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning NAI or BNPPLC and in other contexts. Accordingly, NAI and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting NAI or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to NAI by BNPPLC, as an unrelated third party lender to NAI, secured by the Property.

Characterization of this Lease. (1) Both NAI LRC and BNPPLC intend that (Aa) for the purposes of determining the proper accounting for this Lease by NAILRC, BNPPLC will be treated as the owner and landlord of the Property and NAI LRC will be treated as the tenant of the Property, and (Bb) for income tax purposes and real estate, commercial law (including real estate and bankruptcy lawbankruptcy) and regulatory purposes, (1i) this Lease and the other Operative Documents will be treated as a financing arrangement, (2ii) BNPPLC will be deemed a lender making loans to NAI LRC in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (3iii) NAI LRC will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in the attached Exhibit B, NAI LRC is granting to BNPPLC a lien upon and mortgaging and warranting title to the Land and the Improvements and all rights, titles and interests of NAI LRC in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of NAI LRC arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing, NAI Lease Agreement (Livermore/Parcel 6) — Page 9 LRC and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning NAI LRC or BNPPLC and in other contexts. Accordingly, NAI LRC and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting NAI LRC or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to NAI LRC by BNPPLC, as an unrelated third party lender to NAI, secured by the Property.

Characterization of this Lease. (1) Both NAI LRC and BNPPLC intend that (Aa) for the purposes of determining the proper accounting for this Lease by NAILRC, BNPPLC will be treated as the owner and landlord of the Property and NAI LRC will be treated as the tenant of the Property, and (Bb) for income tax purposes and real estate, commercial law (including real estate and bankruptcy lawbankruptcy) and regulatory purposes, (1i) this Lease and the other Operative Documents will be treated as a financing arrangement, (2ii) BNPPLC will be deemed a lender making loans to NAI LRC in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (3iii) NAI LRC will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in the attached Exhibit B, NAI LRC is granting to BNPPLC a lien upon and mortgaging and warranting title to the Land and the Improvements and all rights, titles and interests of NAI LRC in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of NAI LRC arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing, NAI LRC and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning NAI LRC or BNPPLC and in other contexts. Accordingly, NAI LRC and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting NAI LRC or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to NAI LRC by BNPPLC, as an unrelated third party lender to NAI, secured by the Property.

Characterization of this Lease. (1) Both NAI and BNPPLC intend that (A) for the purposes of determining the proper accounting for this Lease by NAI, BNPPLC will be treated as the owner and landlord of the Property and NAI will be treated as the tenant of the Property, and (B) for income tax purposes and real estate, commercial law (including real estate and bankruptcy lawbankruptcy) and regulatory purposes, (1) this Lease and the other Operative Documents will be treated as a financing arrangement, (2) BNPPLC will be deemed a lender making loans to NAI in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (3) NAI will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in the attached Exhibit B, NAI is granting to BNPPLC a lien upon and mortgaging and warranting title to the leasehold estate in the Land created by the Ground Lease and the Improvements and all rights, titles and interests of NAI in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of NAI arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing, NAI and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning NAI or BNPPLC and in other contexts. Accordingly, NAI and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting NAI or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to NAI by BNPPLC, as an unrelated third party lender to NAI, secured by the Property.

Characterization of this Lease. (1) Both NAI LRC and BNPPLC intend that (Aa) for the purposes of determining the proper accounting for this Lease by NAILRC, BNPPLC will be treated as the owner and landlord of the Property and NAI LRC will be treated as the tenant of the Property, and (Bb) for income tax purposes and real estate, commercial law (including real estate and bankruptcy lawbankruptcy) and regulatory purposes, (1i) this Lease and the other Operative Documents will be treated as a financing arrangement, (2ii) BNPPLC will be deemed a lender making loans to NAI LRC in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (3iii) NAI LRC will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in the attached Exhibit B, NAI LRC is granting to BNPPLC a lien upon and mortgaging and warranting title to the Land and the Improvements and all rights, Lease Agreement (Fremont/Building #2) — Page 8 titles and interests of NAI LRC in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of NAI LRC arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing, NAI LRC and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning NAI LRC or BNPPLC and in other contexts. Accordingly, NAI LRC and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting NAI LRC or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to NAI LRC by BNPPLC, as an unrelated third party lender to NAI, secured by the Property.

Characterization of this Lease. (1) Both NAI ChoicePoint and BNPPLC intend that (A) for the purposes of determining the proper accounting for this Lease by NAIChoicePoint, BNPPLC will be treated as the owner and landlord of the Property and NAI ChoicePoint will be treated as the tenant of the Property, and (B) for income tax purposes and real estate, commercial law (including real estate and bankruptcy lawbankruptcy) and regulatory purposes, (1) this Lease and the other Operative Documents will be treated as a financing arrangement, (2) BNPPLC will be deemed a lender making loans to NAI ChoicePoint in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (3) NAI ChoicePoint will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in the attached Exhibit B, NAI ChoicePoint is granting to BNPPLC a lien upon and mortgaging and warranting title to the leasehold estate in the Land and Improvements created by the Improvements Development Authority Lease and all rights, titles and interests of NAI ChoicePoint in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of NAI ChoicePoint arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing, NAI ChoicePoint and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning NAI ChoicePoint or BNPPLC and in other contexts. Accordingly, NAI ChoicePoint and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting NAI ChoicePoint or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to NAI ChoicePoint by BNPPLC, as an unrelated third party lender to NAIChoicePoint, secured by the Property.

Characterization of this Lease. (1) Both NAI ChoicePoint and BNPPLC intend that (A) for the purposes of determining the proper accounting for this Lease by NAIChoicePoint, BNPPLC will be treated as the owner and landlord of the Property and NAI ChoicePoint will be treated as the tenant of the Property, and (B) for income tax purposes and real estate, commercial law (including real estate and bankruptcy lawbankruptcy) and regulatory purposes, (1) this Lease and the other Operative Documents will be treated as a financing arrangement, (2) BNPPLC will be deemed a lender making loans to NAI ChoicePoint in the principal amount equal to the Lease Balance, which loans are secured by the Property, and (3) NAI ChoicePoint will be treated as the owner of the Property and will be entitled to all tax benefits available to the owner of the Property. Consistent with such intent, by the provisions set forth in the attached Exhibit B, NAI ChoicePoint is granting to BNPPLC a lien upon and mortgaging and warranting title to the Land and the Improvements and all rights, titles and interests of NAI ChoicePoint in and to other Property, WITH POWER OF SALE, to secure all obligations (monetary or otherwise) of NAI ChoicePoint arising under or in connection with any of the Operative Documents. Without limiting the generality of the foregoing, NAI ChoicePoint and BNPPLC desire that their intent as set forth in this subparagraph be given effect both in the context of any bankruptcy, insolvency or receivership proceedings concerning NAI ChoicePoint or BNPPLC and in other contexts. Accordingly, NAI ChoicePoint and BNPPLC expect that in the event of any bankruptcy, insolvency or receivership proceedings affecting NAI ChoicePoint or BNPPLC or any enforcement or collection actions arising out of such proceedings, the transactions evidenced by this Lease and the other Operative Documents will be characterized and treated as loans made to NAI ChoicePoint by BNPPLC, as an unrelated third party lender to NAIChoicePoint, secured by the Property.