Common use of INTEREST CONVEYED TO LESSEE Clause in Contracts

INTEREST CONVEYED TO LESSEE. Lessor and Lessee intend that this Lease be treated, for accounting purposes, as an operating lease. For all other purposes, Lessee and Lessor intend that the transaction represented by this Lease be treated as a financing transaction; for such purposes, it is the intention of the parties hereto (i) that this Lease be treated as a mortgage or deed of trust (whichever is applicable in the jurisdictions in which the Leased Properties are located) and security agreement, encumbering the Leased Property, and that Lessee, as grantor, hereby grants to Lessor, as mortgagee or beneficiary and secured party, or any successor thereto, a first and paramount Lien on each Leased Property, (ii) that Lessor shall have, as a result of such determination, all of the rights, powers and remedies of a mortgagee, deed of trust beneficiary or secured party available under Applicable Law to take possession of and sell (whether by foreclosure or otherwise) any Leased Property, (iii) that the effective date of such mortgage, security deed or deed of trust shall be the effective date of this Lease, (iv) that the recording of this Lease or a Lease Supplement shall be deemed to be the recording of such mortgage, security deed or deed of trust, and (v) that the obligations secured by such mortgage, security deed or deed of trust shall include the Funded Amounts and all Basic Rent and Supplemental Rent hereunder and all other obligations of and amounts due from Lessee hereunder and under the Operative Documents.

INTEREST CONVEYED TO LESSEE. Lessor and Lessee intend that this Lease be treated, for financial accounting purposes, as an operating lease. For all other purposes, Lessee and Lessor intend that the transaction represented by this Lease be treated as a secured financing transaction; for such purposes, it is the intention as more particularly described in Section 2.4(a) of the parties hereto (i) that Participation Agreement. Accordingly, for purposes of applicable state law, this Lease and the Memorandum of Lease will be treated as a mortgage or mortgage, deed of trust (whichever is applicable in the jurisdictions in which the Leased Properties are located) and security agreement, encumbering the Leased PropertyProperty and the other property described therein, and that between Lessee, as grantor, hereby grants to and Lessor, as mortgagee or beneficiary and secured party, or any successor thereto, creating a first and paramount Lien on each the Leased Property, (ii) that and when any Lease Event of Default has occurred and is continuing, Lessor shall have, as a result of such determination, have all of the rights, powers and remedies of a mortgagee, mortgagee or deed of trust beneficiary or secured party available under Applicable Law to take possession of and sell (whether by foreclosure or otherwise) any the Leased Property, (iii) that the . The effective date of such mortgage, security deed mortgage or deed of trust shall be the effective date of this Lease, (iv) that the . The recording of this Lease (or a Lease Supplement memorandum thereof) shall be deemed to be the recording of such mortgage, security deed or mortgage and deed of trust, and (v) that the . The obligations secured by such mortgage, security deed mortgage or deed of trust shall include the Funded Amounts and all Basic Rent and Supplemental Rent hereunder and all other obligations of and amounts due from Lessee hereunder and under the other Operative Documents.

INTEREST CONVEYED TO LESSEE. Lessor and Lessee intend that this Lease be treated, for accounting purposes, as an operating lease. For all other tax and bankruptcy purposes, Lessee and Lessor intend that the transaction represented by this Lease be treated as a financing transaction; for such purposes, it is the intention of the parties hereto (i) that this Lease be treated as a mortgage or deed of trust (whichever is applicable in the jurisdictions in which the Leased Properties are located) and security agreement, encumbering the Leased Property, and that Lessee, as grantor, hereby grants to Lessor, as mortgagee or beneficiary and secured party, or any successor thereto, a first and paramount Lien on each Leased Property, (ii) that Lessor shall have, as a result of such determination, all of the rights, powers and remedies of a mortgagee, deed of trust beneficiary or secured party available under Applicable Law to take possession of and sell (whether by foreclosure or otherwise) any Leased Property, (iii) that the effective date of such mortgage, security deed or deed of trust shall be the effective date of this Lease, (iv) that the recording of this Lease (or memorandum thereof) or a Lease Supplement (or memorandum thereof) shall be deemed to be the recording of such mortgage, security deed or deed of trust, and (v) that the obligations secured by such mortgage, security deed or deed of trust shall include the Funded Amounts and all Basic Rent and Supplemental Rent hereunder and all other obligations of and amounts due from Lessee hereunder and under the Operative Documents.

INTEREST CONVEYED TO LESSEE. The Lessee and the Lessor and Lessee intend that this Lease be treated, for accounting purposes, as an operating lease. For all other purposes, the Lessee and the Lessor intend that the transaction represented by this Lease be treated as a financing transaction; , and for such purposes, it is the intention of the parties hereto (i) that this Lease be treated as a mortgage mortgage, security deed or deed of trust (whichever is applicable in the jurisdictions jurisdiction in which the Leased Properties are Property is located) and security agreement, encumbering the Leased Property, and that the Lessee, as grantor, hereby grants to the Lessor, as mortgagee or beneficiary and secured party, or any successor thereto, a first and paramount Lien on each the Leased PropertyProperty in which the Lessee has an interest, (ii) that the Lessor shall have, as a result of such determination, all of the rights, powers and remedies of a mortgagee, deed of trust beneficiary or secured party available under Applicable Law to take possession of and sell (whether by foreclosure or otherwise) any the Leased Property, (iii) that the effective date of such mortgage, security deed or deed of trust shall be the effective date of this Lease, or the Lease Supplement, if later, (iv) that the recording of this Lease or a the Lease Supplement shall be deemed to be the recording of such mortgage, security deed or deed of trust, and (v) that the obligations secured by such mortgage, security deed or deed of trust shall include the Funded Amounts Amount and all Basic Rent and Supplemental Rent hereunder and all other obligations of and amounts due from the Lessee hereunder and under the Operative Documents.

INTEREST CONVEYED TO LESSEE. Lessor and Lessee intend that this Lease be treated, for accounting purposes, as an operating lease. For all other purposes, Lessee and Lessor intend that the transaction represented by this Lease be treated as a financing transaction; for such purposes, it is the intention of the parties hereto (i) that this Lease be treated as a mortgage or deed of trust (whichever is applicable in the jurisdictions in which the Leased Properties are located) and security agreement, encumbering the Leased PropertyProperties, and that Lessee, as grantor, hereby grants to Lessor, as mortgagee or beneficiary and secured party, or any successor thereto, a first and paramount Lien on each Leased Property, (ii) that Lessor shall have, as a result of such determination, all of the rights, powers and remedies of a mortgagee, deed of trust beneficiary or secured party available under Applicable Law to take possession of and sell (whether by foreclosure or otherwise) any Leased Property, (iii) that the effective date of such mortgage, security deed or deed of trust shall be the effective date of this Leaseor the related Lease Supplement, (iv) that the recording of this Lease or a Lease Supplement shall be deemed to be the recording of such mortgage, security deed mortgage or deed of trust, and (v) that the obligations secured by such mortgage, security deed or deed of trust shall include the Funded Amounts and all Basic Rent and Supplemental Rent hereunder and all other obligations of and amounts due from Lessee hereunder and under the Operative DocumentsDocuments and (vi) that Lessee will be treated as the owner of the Leased Properties leased by Lessee for tax purposes.

INTEREST CONVEYED TO LESSEE. Lessor and Lessee intend that (a) It is the intent of the parties hereto that: (i) this Lease be treatedconstitutes an "operating lease" pursuant to Statement of Financial Accounting Standards No. 13, as amended, for accounting purposespurposes of Lessee's financial reporting, as an operating lease. For all other purposesand (ii) for purposes of Federal, Lessee state and Lessor intend that local income tax, the transaction represented contemplated by this Lease be treated as is a financing transaction; for such purposesarrangement and transfers ownership in the Leased Property to the Lessee. (b) Insofar as the transactions hereby are intended to be a financing arrangement, it is the intention intent of the parties hereto that (i) that the obligations of the Lessee under the Lease to pay Basic Rent and Supplemental Rent (other than Supplemental Rent related to indemnity payments) or the Lease Balance in connection with any purchase of the Leased Property pursuant to this Lease shall be treated as payments of interest on and principal of, respectively, loans from the Lessor and the Lenders to the Lessee, and (ii) this Lease grants, subject to Permitted Liens, a security interest and mortgage or deed of trust (whichever is applicable or lien, as the case may be, in the jurisdictions in which Leased Property to the Leased Properties are locatedLessor and the Lenders to secure Lessee's performance under and payment of all amounts due to the Agent and the Funding Parties under this Lease and the other Operative Documents. (c) Specifically, without limiting the generality of subsection (b) of this Article XI, the Lessor and security agreement, encumbering the Leased Property, Lessee intend and agree that Lessee, as grantor, hereby grants with respect to Lessor, as mortgagee or beneficiary and secured party, or any successor thereto, a first and paramount Lien on each Leased Property, (ii) that Lessor shall have, as a result of such determination, all the nature of the rights, powers and remedies of a mortgagee, deed of trust beneficiary or secured party available under Applicable Law to take possession of and sell (whether transactions evidenced by foreclosure or otherwise) any Leased Property, (iii) that the effective date of such mortgage, security deed or deed of trust shall be the effective date of this Lease, (iv) that the recording of this Lease or a Lease Supplement shall be deemed to be in the recording context of such mortgage, security deed or deed the exercise of trust, and (v) that the obligations secured by such mortgage, security deed or deed of trust shall include the Funded Amounts and all Basic Rent and Supplemental Rent hereunder and all other obligations of and amounts due from Lessee hereunder and remedies under the Operative Documents, including, without limitation, in the case of any insolvency or receivership proceedings or a petition under the United States bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee or the Lessor or any enforcement or collection actions, the transactions evidenced by this Lease are loans made by the Lessor and the Lenders as unrelated third party lenders to the Lessee secured by the Leased Property (it being understood that Lessee hereby mortgages, grants, conveys, assigns, warrants, transfers and sets over to the Lessor, and grants a security interest in, the Leased Property (consisting of a fee mortgage with respect to Lessor's fee interest in the Land and Buildings) to the Lessor and the Lenders to secure such loans, effective on the date hereof, in each case subject to Permitted Liens, to have and to hold such interests in the Leased Property unto the Lessor and the Lenders and their respective successors and assigns, forever, provided always that these presents are upon the express condition that, if all amounts due under this Lease shall have been paid and satisfied in full and all obligations of the Lessor, the Agent and the Lenders under the Operative Documents to advance funds shall have been terminated, then this instrument and the estate hereby granted shall cease and become void).

INTEREST CONVEYED TO LESSEE. The Lessee and Lessor and Lessee intend that this Lease be treated, for accounting purposes, as an operating leaselease by the Lessee. For all other purposespurposes of tax, commercial law and bankruptcy law, the Lessee and Lessor intend that the transaction represented by this Lease be treated as a financing transaction; for such purposes, it is the intention of the parties hereto (i) that this Lease be treated as a mortgage or deed of trust (whichever is applicable in the jurisdictions in which the Leased Properties are located) and security agreement, encumbering the Leased Property, and that the Lessee, as grantor, hereby grants to Lessor, as mortgagee or beneficiary and secured party, or any successor thereto, a first and paramount Lien on each the Leased PropertyProperty in which the Lessee has an interest, (ii) that Lessor shall have, as a result of such determination, all of the rights, powers and remedies of a mortgagee, deed of trust beneficiary mortgagee or secured party available under Applicable Law to take possession of and sell (whether by foreclosure or otherwise) any the Leased Property, (iii) that the effective date of such mortgage, mortgage and security deed or deed of trust agreement shall be the effective date of this LeaseClosing Date, (iv) that the recording of this the Memorandum of Lease or a Lease Supplement shall be deemed to be the recording of such mortgage, security deed or deed of trust, and (v) that the obligations secured by such mortgage, security deed or deed of trust mortgage shall include the Funded Amounts and all Basic Rent and Supplemental Rent hereunder and all other obligations of and amounts due from the Lessee hereunder and under the Operative DocumentsDocuments and (vi) that the Lessee will be treated as the owner of the Leased Property for tax purposes. Lessee and Lessor agree to file, or cause to be filed, all federal, state and local tax returns filed by it or on its behalf consistently with such intent. In addition, without limiting the foregoing, Lessor agrees, consistent with the foregoing intended treatment, that all tax abatements, inducements, incentives and other benefits of any nature or character at any time awarded, credited or paid in respect of the Leased Property, whether through Tennessee state or local programs and whether provided by or through public or private agencies or parties, shall belong to, and be the exclusive property entitlement of, TPC (or Guarantor), including without limitation, Tennessee TIIP Program benefits, TVA-Valley Advantage Benefits, TVA-Enhanced Growth Credit Benefits, and Tennessee Sales Tax incentives for so long as the Lessee leases the Leased Property pursuant to the Lease (or purchases the Leased Property in accordance with the Lease). The Lessor shall, upon the Lessee’s request, subject to the Lessee’s approval and at the Lessee’s expense, timely file with the appropriate taxing authorities or local governmental agencies, with the Lessee’s assistance, any forms and other documentation required by law to be filed by the Lessor in order to secure such tax abatements, inducements, incentives, and other aforementioned benefits credited or paid in respect of the Leased Property, and to which the Lessee is otherwise entitled, which forms or other documentation are prepared by the Lessee and submitted by the Lessee to the Lessor for filing, provided that such filing does not, and will not, in the reasonable judgment of the Lessor, result in any recourse liability to the Lessor.