Common use of Lease Characterization Clause in Contracts

Lease Characterization. A. Lessor and Lessee intend that: (i) this Lease is a “true lease” and not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; and (ii) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between landlord and tenant and has been entered into by both parties in reliance upon the economic and legal bargains contained herein. ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ acknowledge and agree that the Lease Term, including any term extensions provided for in this Lease, is less than the remaining economic life of the Property. ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ each waive any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waive any claim or defense which asserts that this Lease is anything other than a true lease. ▇▇▇▇▇▇ and Lessee covenant and agree that they will not assert that this Lease is anything but a true lease. Lessor and ▇▇▇▇▇▇ each stipulate and agree not to challenge the validity, enforceability or characterization of the lease of the Property as a true lease in any forum or proceeding, including, without limitation, any bankruptcy proceeding, foreclosure, or litigation involving either party. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ and further stipulate and agree that nothing contained in this Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like. Lessor and ▇▇▇▇▇▇ each shall support the intent of the parties that the lease of the Property pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. D. Lessee represents and warrants to Lessor that (i) the Base Annual Rental is the fair market value for the use of the Property and was agreed to by Lessor and ▇▇▇▇▇▇ on that basis, and (ii) the execution, delivery and performance by Lessee of this Lease does not constitute a transfer of all or any part of the Property. E. The expressions of intent, the waivers, the representations and warranties, the covenants, the agreements and the stipulations set forth in this Section are a material inducement to Lessor entering into this Lease and shall survive the expiration or termination of this Lease.

Lease Characterization. A. Lessor Landlord and Lessee Tenant intend that: (i) that this Lease is a “true lease” and not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; and (ii) . Landlord and Tenant intend that the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between landlord Landlord and tenant and has been entered into by both parties in reliance upon the economic and legal bargains contained hereinTenant. ▇. ▇▇▇▇▇▇ B. Landlord and ▇▇▇▇▇▇ Tenant acknowledge and agree that the Lease Term, including any term extensions provided for in this Lease, is less than the remaining economic life of the PropertyPremises. ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ each waive C. Each of the parties (1) waives any claim or defense based upon the characterization of this Lease as anything other than a “true lease and irrevocably waive any claim lease” or defense which that asserts that this Lease is anything other than a “true lease. ▇▇▇▇▇▇ ,” (2) stipulates and Lessee covenant and agree that they will not assert that this Lease is anything but a true lease. Lessor and ▇▇▇▇▇▇ each stipulate and agree agrees not to challenge the validity, enforceability or characterization of the lease of the Property Premises as a “true lease in any forum or proceeding, including, without limitation, any bankruptcy proceeding, foreclosure, or litigation involving either party. ▇▇▇▇▇▇ lease,” (3) stipulates and ▇▇▇▇▇▇ and further stipulate and agree agrees that nothing contained in this Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like. Lessor , and ▇▇▇▇▇▇ each (4) shall support the intent of the parties that the lease of the Property Premises pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. Each party shall prepare and file all tax returns consistent with the foregoing and shall not take any position inconsistent with this Section 2.1 for any U.S. federal, state or local income tax purposes. D. Lessee represents and warrants to Lessor that (i) the Base Annual Rental is the fair market value for the use of the Property and was agreed to by Lessor and ▇▇▇▇▇▇ on that basis, and (ii) the execution, delivery and performance by Lessee of this Lease does not constitute a transfer of all or any part of the Property. E. The expressions of intent, the waivers, the representations and warranties, the covenants, the agreements and the stipulations set forth in this Section are a material inducement to Lessor each of Landlord and Tenant in entering into this Lease and shall survive the expiration or termination of this Lease.

Lease Characterization. A. Lessor and Lessee intend that: (i) this Lease is a “true lease” and not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; and (ii) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between landlord and tenant and has been entered into by both parties in reliance upon the economic and legal bargains contained herein. ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Lessee acknowledge and agree that the Lease Term, including any term extensions provided for in this Lease, is less than the remaining economic life of the PropertyPremises. ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Lessee each waive any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waive any claim or defense which asserts that this Lease is anything other than a true lease. ▇▇▇▇▇▇ Lessor and Lessee covenant and agree that they will not assert that this Lease is anything but a true lease. Lessor and ▇▇▇▇▇▇ Lessee each stipulate and agree not to challenge the validity, enforceability or characterization of the lease of the Property Premises as a true lease in any forum or proceeding, including, without limitation, any bankruptcy proceeding, foreclosure, or litigation involving either party. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ and further stipulate and agree that nothing contained in this Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like. Lessor and ▇▇▇▇▇▇ Lessee each shall support the intent of the parties that the lease of the Property Premises pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. D. Lessee represents and warrants to Lessor that (i) the Base Annual Rental is the fair market value for the use of the Property Premises and was agreed to by Lessor and ▇▇▇▇▇▇ Lessee on that basis, and (ii) the execution, delivery and performance by Lessee of this Lease does not constitute a transfer of all or any part of the PropertyPremises. E. The expressions of intent, the waivers, the representations and warranties, the covenants, the agreements and the stipulations set forth in this Section are a material inducement to Lessor entering into this Lease and shall survive the expiration or termination of this Lease.

Lease Characterization. A. Lessor a. Landlord and Lessee Tenant intend that: : (i) this Lease is a “true lease” and not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; and and (ii) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between landlord and tenant and has been entered into by both parties in reliance upon the economic and legal bargains contained herein. ▇. ▇▇▇▇▇▇ b. Landlord and ▇▇▇▇▇▇ Tenant acknowledge and agree that the Lease Term, including any term extensions provided for in this Lease, Term is less than the remaining economic life of the PropertyPremises. ▇. ▇▇▇▇▇▇ c. Landlord and ▇▇▇▇▇▇ Tenant each waive any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waive any claim or defense which asserts that this Lease is anything other than a true lease. ▇▇▇▇▇▇ Landlord and Lessee Tenant covenant and agree that they will not assert that this Lease is anything but a true lease. Lessor Landlord and ▇▇▇▇▇▇ Tenant each stipulate and agree not to challenge the validity, enforceability or characterization of the lease of the Property Premises as a true lease in any forum or proceeding, including, without limitation, any bankruptcy proceeding, foreclosure, or litigation involving either party. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ and further stipulate and agree that nothing contained in this Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like. Lessor Landlord and ▇▇▇▇▇▇ Tenant each shall support the intent of the parties that the lease of the Property Premises pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. D. Lessee represents and warrants to Lessor that (i) the Base Annual Rental is the fair market value for the use of the Property and was agreed to by Lessor and ▇▇▇▇▇▇ on that basis, and (ii) the execution, delivery and performance by Lessee of this Lease does not constitute a transfer of all or any part of the Property. E. d. The expressions of intent, the waivers, the representations and warranties, the covenants, the agreements and the stipulations set forth in this Section 2 are a material inducement to Lessor Landlord entering into this Lease and shall survive the expiration or termination of this Lease.

Lease Characterization. A. Lessor (a) Landlord and Lessee Tenant intend that: (i) this Lease constitutes a lease of all, of the Leased Premises and the Landlord and Tenant have executed and delivered this Lease with the understanding that this Lease constitutes a unitary, unseverable instrument pertaining to all of the Leased Premises, and that neither this Lease nor the duties, obligations or rights of Tenant may be allocated or otherwise divided among the Leased Premises by Tenant; (ii) this Lease is a “true lease” and not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement instrument or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; and (iiiii) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between landlord Landlord and tenant Tenant and has been entered into by both parties in reliance upon the economic and legal bargains contained herein. ▇. ▇▇▇▇▇▇ (b) Landlord and ▇▇▇▇▇▇ Tenant acknowledge and agree that the Lease Term, including any term extensions provided for in this Lease, Term is less than the remaining economic life of the PropertyLeased Premises. ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ each waive (c) Tenant waives any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waive waives any claim or defense which asserts that this Lease is anything other than a true lease. ▇▇▇▇▇▇ Tenant covenants and Lessee covenant and agree agrees that they it will not assert that this Lease is anything but a true lease. Lessor Tenant stipulates and ▇▇▇▇▇▇ each stipulate and agree agrees not to challenge the validity, enforceability or characterization of the lease of the Property Leased Premises as a true lease in any forum or proceeding, including, without limitation, any bankruptcy proceeding, foreclosure, or litigation involving either partylease. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ and further stipulate and agree that nothing contained in this Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like. Lessor and ▇▇▇▇▇▇ each Tenant shall support the intent of the parties that the lease of the Property Leased Premises pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the likelease, if, and to the extent that, any challenge occurs. D. Lessee (d) Tenant represents and warrants to Lessor Landlord that (i) the Base Annual Rental is Basic Rent reflects the fair market value rent determined by Landlord and Tenant in bona fide arms’ length negotiations for the use of the Property Leased Premises and was agreed to by Lessor Landlord and ▇▇▇▇▇▇ Tenant on that basis, and (ii) the execution, delivery and performance by Lessee Tenant of this Lease does not constitute a transfer of all or any part of the PropertyPremises (other than the leasehold created hereunder). E. (e) The expressions of intent, the waivers, the representations and warranties, the covenants, the agreements and the stipulations set forth in this Section Paragraph are a material inducement to Lessor Landlord entering into this Lease and shall survive the expiration or termination of this Lease.

Lease Characterization. A. Lessor and Lessee intend that: (i) this Lease constitutes a lease of all, but not less than all, of the Property and that Lessor and Lessee have executed and delivered this Lease with the understanding that this Lease constitutes a unitary, unseverable instrument pertaining to all, but not less than all, of the Property; (ii) this Lease is a “true lease” and not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are those of a true lease; and (iiiii) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between landlord and tenant and has been entered into by both parties in reliance upon the economic and legal bargains contained herein. ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ Lessee acknowledge and agree that the Lease Term, including any term extensions provided for in this Lease, is less than the remaining economic life of the Property. ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ each waive C. Lessee waives any claim or defense based upon the characterization of this Lease as anything other than a true lease and irrevocably waive waives any claim or defense which asserts that this Lease is anything other than a true lease. ▇▇▇▇▇▇ Lessee covenants and Lessee covenant and agree agrees that they it will not assert that this Lease is anything but a true lease. Lessor Lessee stipulates and ▇▇▇▇▇▇ each stipulate and agree agrees not to challenge the validity, enforceability or characterization of the lease of the Property as a true lease in any forum or proceeding, including, without limitation, any bankruptcy proceeding, foreclosure, or litigation involving either party. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ and further stipulate stipulates and agree agrees that nothing contained in this Lease creates or is intended to create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like. Lessor and ▇▇▇▇▇▇ each Lessee shall support the intent of the parties that the lease of the Property pursuant to this Lease is a true lease and does not create a joint venture, partnership (either de jure or de facto), equitable mortgage, trust, financing device or arrangement, security interest or the like, if, and to the extent that, any challenge occurs. D. Lessee waives any claim or defense based upon the characterization of this Lease as anything other than a lease of the Property and irrevocably waives any claim or defense which asserts that this Lease is anything other than a lease. Lessee covenants and agrees that it will not assert that this Lease is anything but a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Property. Lessee stipulates and agrees not to challenge the validity, enforceability or characterization of the lease of the Property as a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Property. Lessee shall support the intent of the parties that this Lease is a unitary, unseverable instrument pertaining to the lease of all, but not less than all, of the Property, if, and to the extent that, any challenge occurs. E. Lessee represents and warrants to Lessor that (i) the Base Annual Rental is the fair market value for the use of the Property and was agreed to by Lessor and ▇▇▇▇▇▇ Lessee on that basis, and (ii) the execution, delivery and performance by Lessee of this Lease does not constitute a transfer of all or any part of the Property. E. F. The expressions of intent, the waivers, the representations and warranties, the covenants, the agreements and the stipulations set forth in this Section are a material inducement to Lessor entering into this Lease and shall survive the expiration or termination of this Lease.