Common use of Tax Treatment of the Transaction Clause in Contracts

Tax Treatment of the Transaction. (a) The Parties agree that for federal income Tax purposes, (i) the transactions described in the Existing Lease shall be considered as a taxable installment sale of the Existing Facility, (b) the transactions described in this Agreement and in the New Equipment Lease shall be treated as a like-kind exchange under Section 1031 of the Code of the facility leased pursuant to the Existing Lease for the New Facility, and (c) the Tax treatment of Contingent Rent Payments made by Lessee to Lessor under the terms of New Equipment Lease will be governed by the principles of Treasury Regulation section 1.1275-4(c). Each Party agrees to report the transaction consistently with such characterization. Lessee will provide Lessor with an allocation of the fixed payments under the Initial Term of the New Equipment Lease between interest and principal components within ninety (90) days after the Closing Date. Lessee will provide Lessor with an allocation of the fixed payments due under each Renewal Term of the New Equipment Lease between interest and principal components within ninety (90) days of the start of each Renewal Term. Lessee will provide an allocation of each contingent payment under the New Equipment Lease between interest and principal components within forty-five (45) days after such payment is made. Lessor shall provide any objections to Lessee within thirty (30) days after the receipt thereof. If Lessor raises objections, the Parties will apply the procedures set forth in Section 4.1(b) to resolve such objections. (b) All rent payments under the New Equipment Lease shall be allocated to the New Facility in accordance with Section 1060 of the Code. Each CCS Party shall provide Lessee with any information reasonably requested and required to complete IRS Form 8594. Lessee shall complete Form 8594 and furnish each CCS Party with a copy (the “Draft Allocation”) within one hundred twenty (120) days from the Closing Date. Each CCS Party shall review the Draft Allocation and provide any objections to Lessee within thirty (30) days after the receipt thereof. In the event no CCS Party objects to Lessee’s Draft Allocation, such Draft Allocation shall be final (the “Final Allocation”) and the Parties shall report such Final Allocation for Tax purposes and file Tax Returns (including Form 8824 under Section 1031 of the Code and Form 8594 under Section 1060 of the Code) in a manner consistent with such mutually agreed Final Allocation. If any CCS Party raises objections to the Draft Allocation, the Parties will negotiate in good faith to resolve such objection(s). If the Parties are unable to agree on the Draft Allocation within fourteen (14) days after such CCS Party raises such objections, the Parties shall refer such dispute to an independent nationally recognized accounting firm (the “Independent Accountant”), which Independent Accountant shall make a final and binding determination as to all matters in dispute with respect to the Draft Allocation (and only such matters) within thirty (30) days and promptly shall notify the Parties in writing of its resolution. Each Party shall bear and pay one-half of the fees and other costs charged by the Independent Accountant. (c) No Party shall have any liability or obligation to the other for any failure of the exchange of the Existing Facility and New Facility hereunder to qualify as a like-kind exchange as to Lessee under Section 1031 of the Code.

Tax Treatment of the Transaction. (a) The Parties agree that for federal income Tax purposes, (i) the transactions described in the Existing Lease shall be considered as a taxable installment sale of the Existing Facility, (bi) the transactions described in this Agreement and in the New Equipment Lease shall be treated as a like-kind exchange under Section 1031 of the Code of the facility leased pursuant to the Existing Lease for the New Facility, and (cii) the Tax treatment of Contingent Rent Payments made by Lessee to Lessor under the terms of New Equipment Lease will be governed by the principles of Treasury Regulation section 1.1275-4(c). Each Party agrees to report the transaction consistently with such characterization. Lessee will provide Lessor with an allocation of the fixed payments under the Initial Term of the New Equipment Lease between interest and principal components within ninety (90) days after the Closing Date. Lessee will provide Lessor with an allocation of the fixed payments due under each Renewal Term of the New Equipment Lease between interest and principal components within ninety (90) days of the start of each Renewal Term. Lessee will provide an allocation of each contingent payment under the New Equipment Lease between interest and principal components within forty-five (45) days after such payment is made. Lessor shall provide any objections to Lessee within thirty (30) days after the receipt thereof. If Lessor raises objections, the Parties will apply the procedures set forth in Section 4.1(b) to resolve such objections. (b) All rent payments under the New Equipment Lease shall be allocated to the New Facility in accordance with Section 1060 of the Code. Each CCS Party shall provide Lessee with any information reasonably requested and required to complete IRS Form 8594. Lessee shall complete Form 8594 and furnish each CCS Party with a copy (the “Draft Allocation”) within one hundred twenty (120) days from the Closing Date. Each CCS Party shall review the Draft Allocation and provide any objections to Lessee within thirty (30) days after the receipt thereof. In the event no CCS Party objects to Lessee’s Draft Allocation, such Draft Allocation shall be final (the “Final Allocation”) and the Parties shall report such Final Allocation for Tax purposes and file Tax Returns (including Form 8824 under Section 1031 of the Code and Form 8594 under Section 1060 of the Code) in a manner consistent with such mutually agreed Final Allocation. If any CCS Party raises objections to the Draft Allocation, the Parties will negotiate in good faith to resolve such objection(s). If the Parties are unable to agree on the Draft Allocation within fourteen (14) days after such CCS Party raises such objections, the Parties shall refer such dispute to an independent nationally recognized accounting firm (the “Independent Accountant”), which Independent Accountant shall make a final and binding determination as to all matters in dispute with respect to the Draft Allocation (and only such matters) within thirty (30) days and promptly shall notify the Parties in writing of its resolution. Each Party shall bear and pay one-half of the fees and other costs charged by the Independent Accountant. (c) No Party shall have any liability or obligation to the other for any failure of the exchange of the Existing Facility and New Facility hereunder to qualify as a like-kind exchange as to Lessee under Section 1031 of the Code.

Tax Treatment of the Transaction. (a) The Parties agree that for federal income Tax purposes, (i) the transactions described in the Existing Lease shall be considered as a taxable installment sale of the Existing Facility, (b) the transactions described in this Agreement and in the New Equipment Lease shall be treated as a like-kind exchange under Section 1031 of the Code of the facility leased pursuant to the Existing Lease for the New Facility, and (c) the Tax treatment of Contingent Rent Payments made by Lessee to Lessor under the terms of New Equipment Lease will be governed by the principles of Treasury Regulation section 1.1275-4(c). Each Party agrees to report the transaction consistently with such characterization. Lessee will provide Lessor with an allocation of the fixed payments under the Initial Term of the New Equipment Lease between interest and principal components within ninety (90) days after the Closing Date. Lessee will provide Lessor with an allocation of the fixed payments due under each Renewal Term of the New Equipment Lease between interest and principal components within ninety (90) days of the start of each Renewal Term. Lessee will provide an allocation of each contingent payment under the New Equipment Lease between interest and principal components within forty-five (45) days after such payment is made. Lessor shall provide any objections to Lessee within thirty (30) days after the receipt thereof. If Lessor US 1104132v.7 raises objections, the Parties will apply the procedures set forth in Section 4.1(b) to resolve such objections. (b) All rent payments under the New Equipment Lease shall be allocated to the New Facility in accordance with Section 1060 of the Code. Each CCS Party shall provide Lessee with any information reasonably requested and required to complete IRS Form 8594. Lessee shall complete Form 8594 and furnish each CCS Party with a copy (the “Draft Allocation”) within one hundred twenty (120) days from the Closing Date. Each CCS Party shall review the Draft Allocation and provide any objections to Lessee within thirty (30) days after the receipt thereof. In the event no CCS Party objects to Lessee’s Draft Allocation, such Draft Allocation shall be final (the “Final Allocation”) and the Parties shall report such Final Allocation for Tax purposes and file Tax Returns (including Form 8824 under Section 1031 of the Code and Form 8594 under Section 1060 of the Code) in a manner consistent with such mutually agreed Final Allocation. If any CCS Party raises objections to the Draft Allocation, the Parties will negotiate in good faith to resolve such objection(s). If the Parties are unable to agree on the Draft Allocation within fourteen (14) days after such CCS Party raises such objections, the Parties shall refer such dispute to an independent nationally recognized accounting firm (the “Independent Accountant”), which Independent Accountant shall make a final and binding determination as to all matters in dispute with respect to the Draft Allocation (and only such matters) within thirty (30) days and promptly shall notify the Parties in writing of its resolution. Each Party shall bear and pay one-half of the fees and other costs charged by the Independent Accountant. (c) No Party shall have any liability or obligation to the other for any failure of the exchange of the Existing Facility and New Facility hereunder to qualify as a like-kind exchange as to Lessee under Section 1031 of the Code.