Common use of Ownership of the Leased Assets Clause in Contracts

Ownership of the Leased Assets. (a) It is the intent of the parties hereto that: (i) this Lease constitutes an operating lease from the Lessor to the Lessee for the purposes of the Lessee's financial reporting, (ii) the Lease and other transactions contemplated hereby shall be treated as a financing arrangement, and Lessee shall be treated as the owner of each Leased Asset for Federal, State and local and other income and property tax and bankruptcy purposes and (iii) the obligations of the Lessee to pay Base Rent and any part of the Lease Balance shall be treated as payments of interest and principal, respectively, for Federal, State, local and other income tax and bankruptcy purposes and the Lessee alone shall be entitled to take any deduction, credit allowance or other reporting, filing or other tax position consistent with such characterizations. The Lessee has granted a mortgage lien on and security interest in all of its right, title and interest in and to each Leased Asset to, or for the benefit of, the Lessor, pursuant to each Mortgage made by Lessee, to secure the payment and performance by the Lessee of all of its obligations under the Lease and the other Operative Documents that are attributable or allocable to the Lessor Contribution of the Advances comprising the Lease Balance for such Leased Assets. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action, including 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 30.1. (b) Specifically, without limiting the generality of clause (a) of this Section 30.1, 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 other applicable insolvency laws or statute of the United States of America or any State or Commonwealth thereof affecting the Lessee, the Lessor, any other Person or any collective actions, the transactions evidenced by the Operative Documents shall be regarded as loans made by the Lessor to the Lessee. (c) Accordingly, and notwithstanding any other provision of this Lease to the contrary, Lessor and the Lessee agree and declare that (i) the transactions contemplated hereby are intended to have a dual, rather than single, form and (ii) all references in this Lease to the "Lease" of any Leased Asset which fail to reference such dual form do so as a matter of convenience only and do not reflect the intent of Lessor and the Lessee as to the true form of such arrangements. (d) The Lessee acknowledges and agrees that it has retained accounting, tax and legal advisors to assist it in structuring the transactions contemplated by this Lease and the other Operative Documents, and Lessee is not relying on any representations of Lessor regarding the proper treatment of such transactions for accounting, tax or any other purposes, although it is understood that the Lessor will report such transactions consistently with Section 30.1(a). ARTICLE XXXI

Ownership of the Leased Assets. (a) It is the intent of the parties hereto Landlord and Tenant acknowledge and agree that: (i) this Lease constitutes an operating lease from the Lessor to Leased Assets are the Lessee for the purposes property of the Lessee's financial reporting, Landlord; (ii) Tenant has only the right to the possession and use of the Leased Assets upon the terms and conditions of this Master Lease; (iii) this Master Lease and other transactions contemplated hereby shall be treated as is a “true lease,” is not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and Lessee shall be treated as the owner economic realities of each Leased Asset for Federal, State and local and other income and property tax and bankruptcy purposes and this Master Lease are those of a true lease; (iiiiv) the obligations business relationship created by this Master Lease and any related documents is and at all times shall remain that of landlord and tenant; (v) each Party has entered into this Master Lease in reliance upon the mutual covenants, conditions and agreements contained herein; (vi) the Rent is the fair market rent for the use of the Lessee to pay Base Rent Leased Assets, and the execution and delivery of; (vii) the performance by Tenant of its obligations under, this Master Lease does not constitute a transfer of all or any part of the Lease Balance Leased Assets; and (viii) none of the agreements contained herein is intended, nor shall the same be treated as payments deemed or construed, to create a partnership between Landlord and Tenant, to make them joint venturers, to make Tenant an Affiliate, agent, legal representative, partner, subsidiary or employee of interest and principal, respectively, for Federal, State, local and other income tax and bankruptcy purposes and the Lessee alone shall be entitled to take any deduction, credit allowance or other reporting, filing or other tax position consistent with such characterizations. The Lessee has granted a mortgage lien on and security interest in all of its right, title and interest in and to each Leased Asset toLandlord, or to make Landlord in any way responsible for the benefit ofdebts, the Lessor, pursuant to each Mortgage made by Lessee, to secure the payment and performance by the Lessee obligations or losses of all of its obligations under the Lease and the other Operative Documents that are attributable or allocable to the Lessor Contribution of the Advances comprising the Lease Balance for such Leased Assets. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action, including 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 30.1Tenant. (b) Specifically, without limiting the generality of clause EachPartycovenantsandagrees,subjecttoSection4.1(c),notto:(i) fileanyincometaxreturnor other associated documents; (aii) of this Section 30.1, 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 file any other applicable insolvency laws document with or statute submit any document to any governmental body or authority; (iii) enter into any written contractual arrangement with any Person; or (iv) release any financial statements of Tenant, in each case, that takes a position for tax purposes other than that this Master Lease is a “true lease” with Landlord as owner of the United States Leased Assets and Tenant as the tenant of America the Leased Assets, including: (x) treating Landlord as the owner of such Leased Assets eligible to claim depreciation deductions under Sections 167 or any State or Commonwealth thereof affecting 168 of the Lessee, Code with respect to such Leased Assets; (y) Tenant reporting its Rent payments as rent expense under Section 162 of the Lessor, any other Person or any collective actions, Code; and (z) Landlord reporting the transactions evidenced by Rent payments as rental income under Section 61 of the Operative Documents shall be regarded as loans made by the Lessor to the LesseeCode. (c) AccordinglyIf Tenant reasonably concludes that GAAP, and notwithstanding any other provision of this Lease to or the contraryLegal Requirements require treatment different from that set forth in Section 4.1(b) for applicable non-tax purposes, Lessor and the Lessee agree and declare that then: (i) Tenant shall promptly give prior Notice to Landlord, accompanied by a written statement that references the transactions contemplated hereby are intended to have applicable pronouncement that controls such treatment and contains a dual, rather than single, form and brief description and/or analysis that sets forth in reasonable detail the basis upon which Tenant reached such conclusion; after which (ii) all references in this Lease to the "Lease" of any Leased Asset which fail to reference notwithstanding Section 4.1(b), Tenant may comply with such dual form do so as a matter of convenience only and do not reflect the intent of Lessor and the Lessee as to the true form of such arrangementsrequirements. (d) The Lessee acknowledges Tenant waives any claim or defense based upon the characterization of this Master Lease as anything other than a true lease and as a master lease of all the Leased Assets. Tenant stipulates and agrees that it has retained accountingnot to: (i) challenge the validity, tax enforceability or characterization of the lease of the Leased Assets as a true lease and/or as a single, non-severable instrument pertaining to the lease of all, but not less than all, of the Leased Assets; or (ii) assert or take or omit to take any action inconsistent with the agreements and legal advisors to assist it understandings set forth in structuring the transactions contemplated by this Lease and the other Operative Documents, and Lessee is not relying on any representations of Lessor Agreement regarding the proper treatment of such transactions for accounting, tax or any other purposes, although it is understood that the Lessor will report such transactions consistently with Section 30.1(a). ARTICLE XXXIsame.