Common use of Nature of Transaction Clause in Contracts

Nature of Transaction. It is the intent of the parties that: (i) the Lease constitutes an operating lease from Lessor to the Lessee for purposes of the Lessee’s financial reporting, (ii) the Lease and other transactions contemplated by the Operative Documents will result in the Lessee being recognized as the owner of each Property for Federal and state income tax and bankruptcy purposes, (iii) the Lessor and the Lender will be deemed to have financed the Lessee in an amount equal to the Lease Balance and the obligations of the Lessee to pay Basic Rent and any part of the Lease Balance shall be treated as payments of interest and principal, respectively, for Federal and state income tax and bankruptcy purposes and (iv) the Lease and the Security Documents grant to the Lessor a Lien on the Lessee’s interest in the Properties. Each of the parties hereto agrees that Lessee shall be entitled to all tax benefits available to the owner of the Properties and neither party will, 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 income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 25.1. The parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States Bankruptcy laws or any State or Commonwealth thereof affecting Lessee, Lessor or any Participant, or any collection actions pursuant thereto or otherwise, the transactions evidenced by the Operative Documents shall be regarded as loans made by the Participants to the Lessee.

Nature of Transaction. It is the intent of the parties that: (i) the Lease constitutes an operating lease from Lessor to the Lessee for purposes of the Lessee’s 's financial reporting, (ii) the Lease and other transactions contemplated by the Operative Documents will result in the Lessee being recognized as the owner of each Property for Federal and state income tax and bankruptcy purposes, (iii) the Lessor and the Lender will be deemed to have financed the Lessee in an amount equal to the Lease Balance and the obligations of the Lessee to pay Basic Rent and any part of the Lease Balance shall be treated as payments of interest and principal, respectively, for Federal and state income tax and bankruptcy purposes and (iv) the Lease and the Security Documents grant to the Lessor a Lien on the Lessee’s 's interest in the Properties. Each of the parties hereto agrees that Lessee shall be entitled to all tax benefits available to the owner of the Properties and neither party will, 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 income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 25.125. 1. The parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States Bankruptcy laws or any State or Commonwealth thereof affecting Lessee, Lessor or any Participant, or any collection actions pursuant thereto or otherwise, the transactions evidenced by the Operative Documents shall be regarded as loans made by the Participants to the Lessee.. Master Lease

Nature of Transaction. (a) It is the intent of the parties that: (ia) the Lease constitutes an operating lease from Lessor to the Lessee Lessees for purposes of the Lessee’s Lessees' financial reporting, (iib) the Lease and other transactions contemplated by the Operative Documents will result hereby preserve ownership in the Lessee being recognized as Properties in the owner of each Property Lessees for Federal and state income tax and bankruptcy purposes, (iiic) each Lease Supplement grants to the Lessor Collateral Agent, for the benefit of the Participants and the Lender will be deemed to have financed other Secured Parties, a Lien on the Lessee in an amount equal to the Lease Balance Property covered thereby, and (d) the obligations of the Lessee Lessees to pay Basic Rent (Interest/Yield) and any part of the Lease Property Balance (other than accrued and unpaid interest and Yield related thereto) shall be treated as payments of interest and principal, respectively, for Federal and state income tax and bankruptcy purposes purposes. The Collateral Agent shall be deemed to have a valid and (iv) the Lease binding security interest in and the Security Documents grant to the Lessor a Lien on the Lessee’s interest in Properties, free and clear of all Liens other than Permitted Property Liens, as security for the Properties. Each obligations of the Lessees under the Operative Documents (it being understood and agreed that the Lessees do hereby xxxxx x Xxxx, and convey, transfer, assign, mortgage and warrant, WITH MORTGAGE COVENANTS, to the Collateral Agent and its successors, transferees and assigns, for the benefit of the Participants and the other Secured Parties and its successors, transferees and assigns, the Properties and any proceeds or products thereof, to have and hold the same as collateral security for the payment and performance of the obligations of the Lessees under the Operative Documents), and each of the parties hereto agrees that Lessee shall be entitled to all tax benefits available to the owner of the Properties and neither party willit 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 income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 25. 1. This mortgage is granted upon the STATUTORY CONDITION, for any breach of which Lessor shall have the STATUTORY POWER OF SALE. (b) Specifically, without limiting the generality of clause (a) of this Section 25.1. The , the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States Bankruptcy bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting a Lessee, Lessor or the Company, the Lessor, any Participant, Participant or any collection actions pursuant thereto or otherwiseactions, the transactions evidenced by the Operative Documents shall be regarded as loans made by the Participants to the LesseeLessees.

Nature of Transaction. It is the intent of the parties that: (i) the Lease constitutes an operating lease from Lessor to the Lessee for purposes of the Lessee’s 's financial reporting, (ii) the Lease and other transactions contemplated by the Operative Documents will result in the Lessee being recognized as the owner of each Property the Properties for Federal and state income tax and bankruptcy purposes, (iii) each Lease Supplement grants to Lessor a Lien on the Lessor Lessee's interest in the Property (exclusive of Lessee's fee interest in the Land) covered thereby, and the Lender will be deemed to have financed the Lessee in an amount equal to the Lease Balance and (iv) the obligations of the Lessee to pay Basic Rent and any part of the Lease Balance shall be treated as payments of interest and principal, respectively, for Federal and state income tax and bankruptcy purposes purposes. The Lessor shall be deemed to have a valid and (iv) the Lease binding security interest in and the Security Documents grant to the Lessor a Lien on the Lessee’s 's interest in the Properties. Each , free and clear of all Liens other than Permitted Property Liens, as security for the obligations of the Lessee under the Operative Documents (it being understood and agreed that the Lessee does hereby xxxxx x Xxxx, and convey, transfer, assign, mortgage and warrant to Lessor and its successors, transferees and assigns, for the benefit of the Lessor and its successors, transferees and assigns, the Properties and any proceeds or products thereof, to have and hold the same as collateral security for the payment and performance of the obligations of the Lessee under the Operative Documents), each of the parties hereto agrees that Lessee shall be entitled to all tax benefits available to the owner of the Properties and neither party willit 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 income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 25.1. The parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States Bankruptcy laws or any State or Commonwealth thereof affecting Lessee, Lessor or any Participant, or any collection actions pursuant thereto or otherwise, the transactions evidenced by the Operative Documents shall be regarded as loans made by the Participants to the Lessee.

Nature of Transaction. (a) It is the intent of the parties that: (i) the Lease constitutes an operating lease from Lessor to the Lessee for purposes of the Lessee’s 's financial reporting, (ii) the Lease and other transactions contemplated by the Operative Documents will result in the Lessee being recognized as the owner of each the Property for Federal and state income tax and bankruptcy purposes, (iii) the Lease Supplement grants to Lessor a Lien on the Lessee's interest in the Property (exclusive of Lessee's fee interest in the Land) covered thereby, and the Lender will be deemed to have financed the Lessee in an amount equal to the Lease Balance and (iv) the obligations of the Lessee to pay Basic Rent and any part of the Lease Balance shall be treated as payments of interest and principal, respectively, for Federal and state income tax and bankruptcy purposes purposes. The Lessor shall be deemed to have a valid and (iv) the Lease binding security interest in and the Security Documents grant to the Lessor a Lien on the Lessee’s 's interest in the Properties. Each Property, free and clear of all Liens other than Permitted Property Liens, as security for the obligations of the Lessee under the Operative Documents (it being understood and agreed that the Lessee does hereby grant a Lien, and convey, transfer, assign, mortgage and warrant to Xxxxxx xxx xts successors, transferees and assigns, for the benefit of the Lessor and its successors, transferees and assigns, the Property and any proceeds or products thereof, to have and hold the same as collateral security for the payment and performance of the obligations of the Lessee under the Operative Documents), each of the parties hereto agrees that Lessee shall be entitled to all tax benefits available to the owner of the Properties and neither party willit 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 income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 25.1. The . (b) Specifically, without limiting the generality of clause (a) of this Section 25.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States Bankruptcy bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, Lessor or any Participant, or any collection actions pursuant thereto or otherwiseactions, the transactions evidenced by the Operative Documents shall be regarded as loans made by the Participants Lessor to the Lessee.

Nature of Transaction. (a) It is the intent of the parties that: (i) the Lease constitutes an operating lease from Lessor to the Lessee for purposes of the Lessee’s financial reporting, (ii) the Lease and other transactions contemplated by the Operative Documents will result in the Lessee being recognized as the owner of each the Property for Federal and state income tax and bankruptcy purposes, (iii) the Amended and Restated Lease Supplement grants to Lessor a Lien on the Lessee’s interest in the Property (exclusive of Lessee’s fee interest in the Land) covered thereby, and the Lender will be deemed to have financed the Lessee in an amount equal to the Lease Balance and (iv) the obligations of the Lessee to pay Basic Rent and any part of the Lease Balance shall be treated as payments of interest and principal, respectively, for Federal and state income tax and bankruptcy purposes purposes. The Lessor shall be deemed to have a valid and (iv) the Lease binding security interest in and the Security Documents grant to the Lessor a Lien on the Lessee’s interest in the Properties. Each Property, free and clear of all Liens other than Permitted Property Liens, as security for the obligations of the Lessee under the Operative Documents (it being understood and agreed that the Lessee does hereby xxxxx x Xxxx, and convey, transfer, assign, mortgage and warrant to Lessor and its successors, transferees and assigns, for the benefit of the Lessor and its successors, transferees and assigns, the Property and any proceeds or products thereof, to have and hold the same as collateral security for the payment and performance of the obligations of the Lessee under the Operative Documents), each of the parties hereto agrees that Lessee shall be entitled to all tax benefits available to the owner of the Properties and neither party willit 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 income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 25.1. The . (b) Specifically, without limiting the generality of clause (a) of this Section 25.1, the parties hereto intend and agree that in the event of any insolvency or receivership proceedings or a petition under the United States Bankruptcy bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, Lessor or any Participant, or any collection actions pursuant thereto or otherwiseactions, the transactions evidenced by the Operative Documents shall be regarded as loans made by the Participants Lessor to the Lessee.

Nature of Transaction. (a) It is the intent of the parties that: (i) the Master Lease constitutes an operating lease from Lessor to the Lessee for purposes of the Lessee’s 's financial reporting, (ii) the Master Lease and other transactions contemplated by the Operative Documents will result in the Lessee being recognized as the owner of each the Property for Federal and state income tax and bankruptcy purposes, (iii) the Memorandum of Lease grants to Lessor a Lien on the Lessee's interest in the Property, and the Lender will be deemed to have financed the Lessee in an amount equal to the Lease Balance and (iv) the obligations of the Lessee to pay Basic Rent and any part of the Lease Balance shall be treated as payments of interest and principal, respectively, for Federal and state income tax and bankruptcy purposes purposes. The Lessor shall be deemed to have a valid and (iv) the Lease binding security interest in and the Security Documents grant to the Lessor a Lien on the Lessee’s 's interest in the Properties. Each Property, free and clear of all Liens other than Permitted Property Liens, as security for the obligations of the Lessee under the Operative Documents (it being understood and agreed that the Lessee does hereby xxxxx x Xxxx, and convey, transfer, assign, mortgage and warrant to Lessor and its successors, transferees and assigns, for the benefit of the Lessor and its successors, transferees and assigns, the Property and any proceeds or products thereof, to have and hold the same as collateral security for the payment and performance of the obligations of the Lessee under the Operative Documents), each of the parties hereto agrees that Lessee shall be entitled to all tax benefits available to the owner of the Properties and neither party willit 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 income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 25.1. The ------------ (b) Specifically, without limiting the generality of clause (a) of this Section 25.1, the parties hereto intend and agree that in the event of any ------------ insolvency or receivership proceedings or a petition under the United States Bankruptcy bankruptcy laws or any other applicable insolvency laws or statute of the United States of America or any State or Commonwealth or other applicable jurisdiction thereof affecting Lessee, Lessor or Lessor, any Participant, Participant or any collection actions pursuant thereto or otherwiseactions, the transactions evidenced by the Operative Documents shall be regarded as loans made by the Participants to the Lessee.

Nature of Transaction. It is the intent intention of the parties that: : (ia) the Lease Overall Transaction constitutes an operating lease from Lessor to the Lessee for purposes of the Lessee’s financial reporting, including, without limitation, under Financial Accounting Standards Board Statement No. 13; (iib) for purposes of all federal, state and local income, franchise, transfer and other taxes, and bankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship, insolvency and receivership proceedings are based) real estate law, commercial law and UCC: (i) the Lease and other transactions contemplated Overall Transaction constitutes a financing by the Operative Documents will result Participants to Lessee and preserves beneficial ownership in the Subject Property in Lessee, Lessee being recognized as will be entitled to all tax benefits with respect to the owner Subject Property ordinarily available to owners of each property similar to the Subject Property for Federal and state income tax and bankruptcy purposes, (iii) the Lessor and the Lender will be deemed to have financed the Lessee in an amount equal to the Lease Balance purposes and the obligations of the Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any part amounts in respect of the Lease Balance shall be treated as payments of interest and principal, respectively, for Federal and state income tax and bankruptcy purposes and principal to the Participants; (ivii) the Lease and grants a security interest or a Lien, as the Security Documents grant to the Lessor a Lien on case may be, in the Lessee’s interest in the PropertiesLeased Property and the other Lessee Collateral in favor of the Lessee and Lessor, and for the benefit of the Participants to secure payment and performance of the Obligations; and (iii) the Security Instruments create Liens and security interests in the Subject Property and the other Lessor Collateral in favor of the Collateral Agent for the benefit of all of the Participants to secure Lessee’s and Lessor’s payment and performance of its obligations under the Operative Documents. Each of the parties hereto agrees that Lessee shall be entitled to all tax benefits available to the owner of the Properties and neither party willit 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 preparation, filing or filing audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 25.14.1. The parties hereto Nevertheless, Lessee acknowledges and agrees that none of the Lessor, the Collateral Agent, Arranger or any Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. (c) Specifically, but without limiting the generality of subsection (a) of this Section 4.1, the Lessor and the Lessee intend and agree that in for the event purpose of any insolvency or receivership proceedings or securing the Lessee’s obligations for the repayment of the Obligations, (i) the Lease and this Memorandum shall also be deemed to be a petition under security agreement and financing statement within the United States Bankruptcy laws or any State or Commonwealth thereof affecting Lessee, Lessor or any Participant, or any collection actions pursuant thereto or otherwise, meaning of Article 9 of the transactions evidenced Uniform Commercial Code; (ii) the conveyance provided for hereby is and shall be deemed to be a grant by the Operative Documents shall be regarded as loans made by Lessee to the Participants Lessor, for the benefit of the Participants, of a Lien (including the Lessee’s Mortgage) on and security interest in all of the Lessee’s present and future right, title and interest in and to the Leased Property and the Lessee Collateral, including but not limited to the Lessee’s leasehold estate therein and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property to secure such loans, effective on the date hereof, to have and to hold such interests in the Leased Property unto the Lessor, for the benefit of the Participants; (iii) the possession by the Lessor of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-313 of the UCC; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of the Lessee shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. The Lessor and the Lessee shall, to the extent consistent with the Lease and this Memorandum, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if the Lease were deemed to create a security interest in the Leased Property in accordance with this Section 4.1(c), such security interest would be deemed to be a perfected security interest in the Leased Property and the Lessee Collateral with priority over all Liens, other than Permitted Liens, under Applicable Laws and will be maintained as such throughout the Term. Lessee hereby authorizes Lessor to file any and all financing statements covering the Leased Property or any part thereof that Lessor may require.