Common use of Ownership of the Demised Premises Clause in Contracts

Ownership of the Demised Premises. (a) Each of Landlord and Tenant hereby acknowledges and agrees that it has executed and delivered this Lease with the understanding that (i) the Demised Premises is the property of Landlord as and to the extent conveyed to Landlord; (ii) Tenant has only the right to the possession and use of the Demised Premises upon the terms and conditions of this Lease; (iii) this Lease is a “true lease,” is not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, deed to secure debt, trust agreement, security agreement or other financing or trust arrangement, or any other agreement or arrangement other than a “true lease,” and the economic realities of this Lease are those of a “true lease”; (iv) the business relationship between Landlord and Tenant created by this Lease and the other Lease Documents to which each is a party is, and at all times shall remain, that of a landlord and a tenant and shall not create or constitute a relationship of a borrower and a lender; (v) this Lease has been entered into by each Party in reliance upon the mutual covenants, conditions and agreements contained herein; and (vi) none of the covenants, conditions or agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership between Landlord and Tenant, to make them joint venture partners, to make Tenant an agent, legal representative, partner, subsidiary or employee of Landlord, or to make Landlord in any way responsible for any debts, obligations or losses of Tenant. (b) Each of the Parties covenants and agrees not to: (i) file any income tax return or other associated documents; (ii) file any other document with or submit any document to any Governmental Authority; (iii) enter into any written contractual arrangement with any Person; or (iv) release any financial statements, in each case, that takes a position that (A) in general, asserts or could reasonably be construed to assert that this Lease is other than a “true lease” as well as an “operating lease” under GAAP, with Landlord as owner of the Demised Premises and Tenant as the tenant of the Demised Premises or (B) in particular, without limiting the generality of the foregoing, is inconsistent with any of the following: (1) the treatment of Landlord as the owner of the Demised Premises eligible to claim depreciation deductions under Section 167 or 168 of the Code with respect to the Demised Premises, (2) the reporting by Tenant of all Rent payments as rent expenses under Section 162 of the Code, and/or (3) the reporting by Landlord of the Rent payments (including, to the extent permissible under applicable Legal Requirements, any Third-Party Charges that may represent expenses of Landlord) as rental income under Section 61 of the Code, in each case, except to the extent required by applicable Legal Requirements or applicable accounting standards. (c) Tenant hereby waives any claim or defense under or with respect to this Lease with respect to or against any of the Demised Premises or any Landlord Indemnified Parties based upon the characterization of this Lease as anything other than a true lease and as a master lease of all of the Demised Premises. Tenant hereby (i) stipulates as to, and covenants and agrees not to challenge or support or consent to the challenge of, the validity, enforceability or characterization of this Lease of the Demised Premises as a true lease and/or as a single, unitary, indivisible, non-severable instrument pertaining to the lease of all, but not less than all, of the Demised Premises, and (ii) stipulates as to, and covenants and agrees not to assert, take, omit to take, support or consent to any action inconsistent with, the agreements and understandings set forth in Section 1.2 or this Section 6.1.

Ownership of the Demised Premises. (a) Each of Landlord and Tenant hereby acknowledges acknowledge and agrees agree that it has they have executed and delivered this Master Lease with the understanding that (i) the Demised Premises is the property of Landlord as and to the extent conveyed pursuant to Landlordthe Purchase Agreement; (ii) Tenant has only the right to the possession and use of the Demised Premises upon the terms and conditions of this Master Lease; (iii) this Master Lease is a “true lease,” is not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, deed to secure debt, trust agreement, security agreement or other financing or trust arrangement, or any other agreement or arrangement other than a “true lease,” and the economic realities of this Master Lease are those of a “true lease”; (iv) the business relationship between Landlord and Tenant created by this Master Lease and the other Lease Documents to which each is a party any related documents is, and at all times shall remain, that of a landlord and a tenant tenant, and shall not create or constitute a the relationship of a borrower and a lender; (v) this Master Lease has been entered into by each Party party in reliance upon the mutual covenants, conditions and agreements contained herein; and (vi) none of the covenants, conditions or agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership between Landlord and Tenant, to make them joint venture partnersventurers, to make Tenant an agent, legal representative, partner, subsidiary or employee of Landlord, or to make Landlord in any way responsible for any the debts, obligations or losses of TenantTenant (except for Landlord’s express obligations with respect to any Recapture Separation Work, Recapture Related Repairs or CAM Expenses which Tenant or an Affiliate of Tenant performs at Landlord’s request as provided in this Master Lease). (b) Each of the Parties parties hereto covenants and agrees not to: to (i) file any income tax return or other associated documents; (ii) file any other document with or submit any document to any Governmental Authority; (iii) enter into any written contractual arrangement with any Person; or (iv) release any financial statements, in each case, that takes a position that (A1) in general, asserts or could reasonably be construed to assert that this Master Lease is other than a “true lease” as well as an “operating lease” under GAAP, with Landlord as owner of the Demised Premises and Tenant as the tenant of the Demised Premises or Premises, and (B2) in particular, without limiting the generality of the foregoing, is inconsistent with any of the followingfollowing positions: (1x) the treatment of Landlord as the owner of the such Demised Premises eligible to claim depreciation deductions under Section 167 or 168 of the Code with respect to the such Demised Premises, (2y) the reporting by Tenant of all its Rent payments as rent expenses expense under Section 162 of the Code, and/or and (3z) the reporting by Landlord of the Rent payments (including, to the extent permissible under applicable Legal Requirementslaw, any Third-Party Charges that may represent expenses of Landlord) as rental income under Section 61 of the Code, in each case, except to the extent required by applicable Legal Requirements or applicable accounting standards. (c) Tenant hereby waives any claim or defense under or with respect to this Master Lease with respect to or against any of the Demised Premises or any Landlord Indemnified Parties based upon the characterization of this Master Lease as anything other than a true lease and as a master lease of all of the Demised Premises. Tenant hereby (i) stipulates as tostipulates, and covenants and agrees (1) not to challenge or support or consent to the challenge of, of the validity, enforceability or characterization of this Master Lease of the Demised Premises as a true lease and/or as a single, unitary, indivisible, non-severable nonseverable instrument pertaining to the lease of all, but not less than all, of the Demised Premises, and (ii2) stipulates as to, and covenants and agrees not to assert, take, omit to take, support or consent to any action inconsistent with, with the agreements and understandings set forth in Section 1.2 or this Section 6.1.

Ownership of the Demised Premises. (a) Each of Landlord and Tenant hereby acknowledges acknowledge and agrees agree that it has they have executed and delivered this Master Lease with the understanding that (i) the Demised Premises is the property of Landlord as and to the extent conveyed to Landlord; (ii) Tenant has only the right to the possession and use of the Demised Premises upon the terms and conditions of this Master Lease; (iii) this Master Lease is a “true lease,” is not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, deed to secure debt, trust agreement, security agreement or other financing or trust arrangement, or any other agreement or arrangement other than a “true lease,” and the economic realities of this Master Lease are those of a “true lease”; (iv) the business relationship between Landlord and Tenant created by this Master Lease and the other Lease Documents to which each is a party any related documents is, and at all times shall remain, that of a landlord and a tenant tenant, and shall not create or constitute a the relationship of a borrower and a lender; (v) this Master Lease has been entered into by each Party party in reliance upon the mutual covenants, conditions and agreements contained herein; and (vi) none of the covenants, conditions or agreements contained herein is intended, nor shall the same be deemed or construed, to create a partnership between Landlord and Tenant, to make them joint venture partnersventurers, to make Tenant an agent, legal representative, partner, subsidiary or employee of Landlord, or to make Landlord in any way responsible for any the debts, obligations or losses of TenantTenant (except for Landlord’s express obligations with respect to any Recapture Separation Work, Recapture Related Repairs or CAM Expenses which Tenant or an Affiliate of Tenant performs at Landlord’s request as provided in this Master Lease). (b) Each of the Parties parties hereto covenants and agrees not to: to (i) file any income tax return or other associated documents; (ii) file any other document with or submit any document to any Governmental Authority; (iii) enter into any written contractual arrangement with any Person; or (iv) release any financial statements, in each case, that takes a position that (A1) in general, asserts or could reasonably be construed to assert that this Master Lease is other than a “true lease” as well as an “operating lease” under GAAP, with Landlord as owner of the Demised Premises and Tenant as the tenant of the Demised Premises or Premises, and (B2) in particular, without limiting the generality of the foregoing, is inconsistent with any of the followingfollowing positions: (1x) the treatment of Landlord as the owner of the such Demised Premises eligible to claim depreciation deductions under Section 167 or 168 of the Code with respect to the such Demised Premises, (2y) the reporting by Tenant of all its Rent payments as rent expenses expense under Section 162 of the Code, and/or and (3z) the reporting by Landlord of the Rent payments (including, to the extent permissible under applicable Legal Requirementslaw, any Third-Party Third‑Party Charges that may represent expenses of Landlord) as rental income under Section 61 of the Code, in each case, except to the extent required by applicable Legal Requirements or applicable accounting standards. (c) Tenant hereby waives any claim or defense under or with respect to this Master Lease with respect to or against any of the Demised Premises or any Landlord Indemnified Parties based upon the characterization of this Master Lease as anything other than a true lease and as a master lease of all of the Demised Premises. Tenant hereby (i) stipulates as tostipulates, and covenants and agrees (1) not to challenge or support or consent to the challenge of, of the validity, enforceability or characterization of this Master Lease of the Demised Premises as a true lease and/or as a single, unitary, indivisible, non-severable nonseverable instrument pertaining to the lease of all, but not less than all, of the Demised Premises, and (ii2) stipulates as to, and covenants and agrees not to assert, take, omit to take, support or consent to any action inconsistent with, with the agreements and understandings set forth in Section 1.2 or this Section 6.1.