Common use of OWNERSHIP FOR TAX PURPOSES Clause in Contracts

OWNERSHIP FOR TAX PURPOSES. GRANT OF SECURITY INTEREST; USURY SAVINGS: (a) For income tax purposes, Lessor will treat Lessee as the owner of the Equipment. Accordingly, Lessor agrees (1) to treat Lessee as the owner of the Equipment on Lessor's Federal income tax return, (2) not to take actions or positions inconsistent with such treatment on or with respect to its federal income tax return, and (3) not claim any tax benefits available to an owner of the Equipment on or with respect to its Federal income tax return. The foregoing undertakings by Lessor shall not be violated by Lessor's taking a tax position through inadvertence so long as such inadvertent tax position is reversed by Lessor promptly upon its discovery. Lessor shall in no event be liable to Lessee if Lessee fails to secure any of the tax benefits available to Lessee as the owner of the Equipment except to the extent that such failure is caused by Lessor's gross negligence or willful misconduct. (b) In order to secure the prompt payment of the Rent and all of the other amounts from time to time outstanding under and with respect to the Schedules, and the performance and observance by Lessee of all the agreements, covenants and provisions thereof (including, without limitation, all of the agreements, covenants and provisions of the Agreement that are incorporated therein), Lessee hereby grants to Lessor a first priority security interest in the Equipment leased under the Schedules, together with all additions, attachments, accessories and accessions thereto whether or not furnished by the supplier of the Equipment and any and all substitutions, replacements or exchanges therefor, in each such case in which Lessee shall from time to time acquire an interest, and any and all insurance and/or other proceeds (but without power of sale) of the property in and against which a security interest is granted hereunder. (c) It is the intention of the parties hereto to comply with any applicable usury laws to the extent that any Schedule is determined to be subject to such laws; accordingly, it is agreed that, notwithstanding any provision to the contrary in any Schedule or this Agreement, in no event shall any Schedule require the payment or permit the collection of interest in excess of the maximum amount permitted by applicable law. If any such excess interest is contracted for, charged or received under any Schedule or this Agreement, or in the event that all of the principal balance shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received under any Schedule or this Agreement shall exceed the maximum amount of interest permitted by applicable law, then in such event (1) the provisions of this paragraph shall govern and control,

OWNERSHIP FOR TAX PURPOSES. GRANT OF SECURITY INTEREST; USURY SAVINGS: (a) For income tax purposes, Lessor will treat the parties hereto agree that it is their mutual intention that Lessee as shall be considered the owner of the Equipment. Accordingly, Lessor agrees (1i) to treat Lessee as the owner of the Equipment on Lessor's Federal its federal income tax return, (2ii) not to take actions or positions inconsistent with such treatment on or with respect to its federal income tax return, and (3iii) not to claim any tax benefits available to an owner of the Equipment on or with respect to its Federal federal income tax return. The foregoing undertakings by Lessor shall not be violated by Lessor's taking a tax position inconsistent with the foregoing sentence to the extent such a position is required by law or is taken through inadvertence so long as such inadvertent tax position is reversed by Lessor promptly upon its discovery. Lessor shall in no event be liable to Lessee if Lessee fails to secure any of the tax benefits available to Lessee as the owner of the Equipment except to the extent that such failure is caused by Lessor's gross negligence or willful misconductEquipment. (b) In order to secure the prompt payment of the Rent and all of the other amounts from time to time outstanding under and with respect to the Schedules, and the performance and observance by Lessee of all the agreements, covenants and provisions thereof (including, without limitation, all of the agreements, covenants and provisions of the Agreement that are incorporated therein), Lessee hereby grants to Lessor a first priority security interest in the Equipment leased under the SchedulesEquipment, together with all additions, attachments, accessions, accessories and accessions thereto whether or not furnished by the supplier Supplier of the Equipment and any and all substitutions, replacements or exchanges therefor, in each such case in which Lessee shall from time to time acquire an interest, and any and all insurance and/or other proceeds (but without power of sale) of the property in and against which a security interest is granted hereunder. This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Lessee to Lessor, now existing or arising in the future under this Agreement or any Schedules attached hereto, and any renewals, extensions and modifications of such debts, obligations and liabilities. (c) It is the intention of the parties hereto to comply with any applicable usury laws to the extent that any Schedule is determined to be subject to such laws; accordingly, it is agreed that, notwithstanding any provision to the contrary in any Schedule or this Agreement, in no event shall any Schedule require the payment or permit the collection of interest in excess of the maximum amount permitted by applicable law. If any such excess interest is contracted for, charged or received under any Schedule or this Agreement, or in the event that all of the principal balance shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received under any Schedule or this Agreement shall exceed the maximum amount of interest permitted by applicable law, then in such event (1i) the provisions of this paragraph shall govern and control,, (ii) neither Lessee nor any other person or entity now or hereafter liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by applicable law, (iii) any such excess which may have been collected shall be either applied as a credit against the then unpaid principal balance or refunded to Lessee, at the option of the Lessor, and (iv) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under applicable law as now or hereafter construed by the courts having jurisdiction thereof. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received under any Schedule or this Agreement which are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the extent permitted by applicable law, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the indebtedness evidenced hereby, all interest at any time contracted for, charged or received from Lessee or otherwise by Lessor in connection with such indebtedness; provided, however, that if any applicable state law is amended or the law of the United States of America preempts any applicable state law, so that it becomes lawful for Lessor to receive a greater interest per annum rate than is presently allowed, the Lessee agrees that, on the effective date of such amendment or preemption, as the case may be, the lawful maximum hereunder shall be increased to the maximum interest per annum rate allowed by the amended state law or the law of the United States of America.

OWNERSHIP FOR TAX PURPOSES. GRANT OF SECURITY INTEREST; USURY SAVINGS: (a) For income tax purposes, Lessor will treat the parties hereto agree that it is their mutual intention that Lessee as shall be considered the owner of the Equipment. Accordingly, Lessor agrees (1i) to treat Lessee as the owner of the Equipment on Lessor's Federal its federal income tax return, (2ii) not to take actions or positions inconsistent with such treatment on or with respect to its federal income tax return, and (3iii) not to claim any tax benefits benefit available to an owner of the Equipment on or with respect to its Federal federal income tax return. The foregoing undertakings by Lessor shall not be violated by Lessor's taking a tax position inconsistent with the foregoing sentence to the extent such a position is required by law or is taken through inadvertence so long as such inadvertent tax position is reversed by Lessor promptly upon its discovery. Lessor shall in no event be liable to Lessee if Lessee fails to secure any of the tax benefits available to Lessee as the owner of the Equipment except to the extent that such failure is caused by Lessor's gross negligence or willful misconductEquipment. (b) In order to secure the prompt payment of the Rent and all of the other amounts from time to time outstanding under and with respect to the Schedules, and the performance and observance by Lessee of all the agreements, covenants and provisions thereof (including, without limitation, all of the agreements, covenants and provisions of the Agreement that are incorporated therein), Lessee hereby grants to Lessor a first priority security interest in the Equipment leased under the SchedulesEquipment, together with all additions. attachments, attachmentsaccessions, accessories and accessions thereto whether or not furnished by the supplier Supplier of the Equipment and any and all substitutions, replacements or exchanges therefor, in each such case in which Lessee shall from time to time acquire an interesttherefore, and any and all insurance and/or other proceeds (but without power of sale) of the property in and against which a security interest is granted hereunder. Notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that Lessor asserts a purchase money security interest in any items of Equipment ("PMSI Equipment"): (i) the PMSI Equipment shall secure only those sums which have been advanced by Lessor for the purchase of the PMSI Equipment. or the acquisition of rights therein, or the use thereof (the "PMSI Indebtedness), and (ii) no other Equipment shall secure the PMSI Indebtedness. (c) It is the intention of the parties hereto to comply with any applicable usury laws to the extent that any Schedule is determined to be subject to such laws; accordingly, it is agreed that, notwithstanding any provision to the contrary in any Schedule or this Agreement, in no event shall any Schedule require the payment or permit the collection of interest in excess of the maximum amount permitted by applicable law. If any such excess interest is contracted for, charged charged, or received under any Schedule or this Agreement, or in the event that all of the principal balance shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received under any Schedule or this Agreement shall exceed the maximum amount of interest permitted by applicable law, then in such event (1i) the provisions of this paragraph shall govern and control,, (ii) neither Lessee nor any other person or entity now or hereafter liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by applicable law, (iii) any such excess which may have been collected shall be either applied as a credit against the then unpaid principal balance or refunded to Lessee but the option of the Lessor, and (iv) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under applicable law as now or hereafter construed by the courts having jurisdiction thereof. It is further agreed that without limitation of the forging, all calculations of the rate of interest contracted for, charged or received under any Schedule of this Agreement which are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the extent permitted by applicable law, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the indebtedness evidenced hereby, all interest at any time contracted for, charged or received from Lessee or otherwise by Lessor in connection with such indebtedness; provided, however, that if any applicable state law is amended or the law of the United States of America preempts any applicable state law, so that it becomes lawful for Lessor to receive a greater interest per annum rate than is presently allowed, the Lessee agrees that, on the effective date of such amendment or preemption, as the case may be, the lawful maximum hereunder shall be increased to the maximum interest per annum rate allowed by the amended state law or the law of the United States of America

OWNERSHIP FOR TAX PURPOSES. GRANT OF SECURITY INTEREST; USURY SAVINGS:. (a) For income federal, state, local and other jurisdictional tax purposes, Lessor will treat the parties hereto agree that it is their mutual intention that Lessee as shall be considered the owner of the EquipmentAircraft. Accordingly, Lessor agrees (1i) to treat Lessee as the owner of the Equipment Aircraft on Lessor's Federal its federal income tax return, (2ii) not to take actions or positions inconsistent with such treatment on or with respect to its federal income tax return, and (3iii) not to claim any tax benefits available to an owner of the Equipment Aircraft on or with respect to its Federal federal income tax return. The foregoing undertakings by Lessor shall not be violated by Lessor's taking a tax position inconsistent with the foregoing sentence to the extent such position is required by law or is taken through inadvertence so long as such inadvertent tax position is reversed by Lessor promptly upon its discovery. Lessor shall in no event be liable to Lessee if Lessee fails to secure any of the tax benefits available to Lessee as the owner of the Equipment except to the extent that such failure is caused by Lessor's gross negligence or willful misconductAircraft. (b) In order The parties hereto agree that the transactions contemplated herein are intended as a lease; provided, however, to provide for the contingency of a determination for other reasons that the lease so intended nonetheless creates a security interest, Lessee grants to Lessor. (i) to secure the prompt payment of the Rent and all of the other amounts from time to time outstanding under performance as and with respect to the Schedules, and the performance and observance by Lessee when due of all the agreementsobligations and indebtedness of Lessee, covenants and provisions thereof (includingnow existing or hereafter created, without limitation, all of the agreements, covenants and provisions of the Agreement that are incorporated therein), Lessee hereby grants to Lessor pursuant to this Lease, the documents executed and delivered by the Lessee in connection herewith or otherwise, a first priority security interest in the Equipment leased all right, title and interest Lessee may now have or may hereafter acquire in, to and under the SchedulesAircraft and all accessions, together with all additionssubstitutions and replacements thereto and therefor, attachmentsand proceeds (cash and non-cash), accessories including insurance proceeds thereof and accessions thereto whether or not furnished by the supplier in furtherance of the Equipment and any and all substitutionsforegoing, replacements or exchanges therefor, in each such case in which Lessee shall from time (A) execute and deliver to time acquire an interestLessor, to be recorded at Lessee's expense, Uniform Commercial Code financing statements, statements of amendment and any statements of continuation as reasonably may be required by Lessor to perfect and all insurance and/or other proceeds (but without power of sale) of maintain perfected the property in and against which a first priority security interest granted by Lessee herein and (B) execute and deliver, to be recorded at Lessee's expense, any such forms and documents as reasonably may be required by Lessor to evidence Lessor's title to and security interest in any item of Aircraft which is granted hereundercovered by a certificate of title issued under a statute of any applicable jurisdiction. (c) To the extent that this Lease and/or Annex B would constitute chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction, no security interest herein or therein may be created through the transfer or possession of this Lease in and of itself without the transfer or possession of the original of an Annex B executed pursuant to this Lease and incorporating the Lease by reference; and no security interest in this Lease and an Annex B may be created by the transfer or possession of any counterpart of Annex B other than the original thereof, which shall be identified as the document marked "Original" and all other counterparts shall be marked "Duplicate" or "Copy". (d) It is the intention of the parties hereto to comply with any applicable usury laws to the extent that any Schedule the Lease is determined to be subject to such laws; accordingly, it is agreed that, notwithstanding any provision to the contrary in any Schedule or this AgreementLease, in no event shall any Schedule this Lease require the payment or permit the collection of interest in excess of the maximum amount permitted by applicable law. If any such excess interest is contracted for, charged or received under any Schedule or this AgreementLease, or in the event that all of the principal balance shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received under any Schedule or this Agreement Lease shall exceed the maximum amount of interest permitted by applicable law, then in such event (1A) the provisions of this paragraph shall govern and control,, (B) neither Lessee nor any other person or entity now or hereafter liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by applicable law, (C) any such excess which may have been collected shall be either applied as a credit against the then unpaid principal balance or refunded to Lessee, at the option of the Lessor, and (D) the effective rate of interest shall be automatically reduced to the maximum lawful contract rate allowed under applicable law as now or hereafter construed by the courts having jurisdiction thereof. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received under this Lease which are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the extent permitted by applicable law, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the Lease, all interest at any time contracted for, charged or received from Lessee or otherwise by Lessor during such term; provided, however, that if any applicable state law is amended or the law of the United States of America preempts any applicable state law, so that it becomes lawful for Lessor to receive a greater interest per annum rate than is presently allowed, the Lessee agrees that, on the effective date of such amendment or preemption, as the case may be, the lawful maximum hereunder shall be increased to the maximum interest per annum rate allowed by the amended state law or the law of the United States of America.