Common use of Location and Use Clause in Contracts

Location and Use. (i) The Lessee agrees that the Facility will be used solely in the conduct of its business and solely by qualified personnel and will at all times be and remain in the exclusive possession and control of the Lessee at the Site, provided that the Lessee may deliver possession of any part or portion of the Facility to any manufacturer, contractor, supplier or mechanic designated by the Lessee for purposes of realizing the benefits of any warranty or in order to comply with the obligations and rights of the Lessee under Section 8, but the rights of any such party in possession of such part or portion of the Facility shall be subject and subordinate to the terms of this Lease, including without limitation, the right of the Owner Trustee to take possession of the Facility pursuant to Section 15. In the event that pursuant to the foregoing sentence hereof any part or portion of the Facility having a value in excess of 1% of the then Casualty Value is removed from Linn County, Oregon, the Lessee shall give the Owner Trustee and the Indenture Trustee not less than 30 days' prior written notice of such removal and shall deliver to the Owner Trustee and the Indenture Trustee promptly after such removal, and in any event within 10 days thereafter, the opinion of the Lessee's counsel that such removal shall not impair or adversely affect the ownership of such part or portion of the Facility by the Owner Trustee, that all necessary recordings and filings under Applicable Law have been duly made in the public offices wherein such recordings or filings are necessary to protect the validity and effectiveness of this Lease and the Indenture (including the maintenance of the perfection of security interest thereof in the removed part or portion) and that all fees, taxes and charges payable in connection therewith have been paid in full by the Lessee. The Lessee shall not change the use of the Leased Property as a pulp mill without the Owner Trustee's prior written consent. The Lessee will not do or permit any act or thing that may impair the value of the Leased Property or any part thereof (provided that actions by the Lessee expressly required by Section 8 of this Lease shall not be deemed to impair the value of the Leased Property) or that materially increases the dangers, or poses an unreasonable risk of harm, to third parties (on or off the Leased Property) arising from activities thereon, or that constitutes a public or private nuisance or waste to the Leased Property or any part thereof. The Lessee agrees that it will not use the Leased Property if it has failed to procure or maintain insurance to the extent required by Section 7 herein. (ii) The Lessee agrees that the Leased Property will at all times be maintained, used and operated under and in compliance in all material respects with all Applicable Laws; provided, however, that the Lessee may contest the application of any such rule, regulation or order in good faith and by appropriate proceedings, but only so long as such proceedings do not involve any danger of criminal liability or a material danger of civil liability of the Owner Trustee, the Indenture Trustee or any Participant, or a material danger of the sale, forfeiture or loss of the Leased Property, any portion thereof or any interest of the Owner Trustee, the Indenture Trustee or any Participant therein. The Lessee and the Leased Property shall comply in all material respects with all applicable Environmental Laws and the Lessee shall obtain and maintain in good standing all Governmental Approvals required for the operations of the Facility by any applicable Environmental Law. The Lessee shall not (A) own or operate on the Site (1) except in compliance in all material respects with Environmental Laws, any underground storage tank, (2) except in compliance in all material respects with Environmental Laws, material amounts of asbestos containing building material, or (3) landfill or dump, (B) use, generate, treat, store or dispose of Hazardous Materials at or on the Site in quantities materially greater than that which is customary for operations similar to those of the Lessee at the Site, or (C) conduct any activity on the Site or use the Leased Property in any manner (1) which would cause the Leased Property to become a hazardous waste treatment, storage or disposal facility within the meaning of RCRA or any similar state law or local ordinance, (2) so as to cause a material Release or threat of Release of any Hazardous Material from or at the Site, to cause the Site to become a site on or nominated for the National Priority List promulgated pursuant to CERCLA or any state priority list promulgated pursuant to any similar state law, or (3) so as to cause a discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions, which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. ss.ss.1251 et seQ., or the Clean Air Act, 42 U.S.C. ss.ss.741, et seq., or any similar state law or local ordinance, unless such a perMit shall be in full force and effect and such discharge shall be in full compliance therewith. At its sole expense (but without thereby waiving any claims it may have against third parties), the Lessee will conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other response action necessary to remove, clean up or a▇▇▇▇ any material quantity of Hazardous Material which is Released or disposed of at or on the Site in accordance with any applicable Environmental Law and any order or directive from a Governmental Authority having jurisdiction, except to the extent the Lessee is diligently contesting any applicable Environmental Law or any order or directive from a Governmental Authority, so long as such contest is in good faith and by appropriate proceedings, but only so long as reserves deemed by the Lessee to be adequate are maintained and such proceedings do not involve any danger of criminal liability or a material danger of civil liability of the Owner Trustee, the Indenture Trustee or any Participant, or a material danger of the sale, forfeiture or loss of the Leased Property, any portion thereof or any interest of the Owner Trustee, the Indenture Trustee or any Participant therein.

Location and Use. (i) The Lessee agrees that the Facility Units will be used solely in the conduct of its business and solely by qualified personnel and will at all times be and remain in the exclusive possession and control of the Lessee at the Sitelocation designated therefor in Exhibit A hereto, provided that the Lessee may deliver possession of any part of portions of any Unit to the Manufacturer, or portion of the Facility to any manufacturerother subcontractor or agent, contractor, supplier or mechanic designated by the Lessee for purposes of realizing the benefits of any warranty or in order to comply with the obligations and rights of the Lessee under Section 8, 8 hereof but the rights of any such party in possession of such part or portion of the Facility any Units shall be subject and subordinate to the terms of this Lease, including without limitation, limitation the right of the Owner Trustee Lessor to take possession of the Facility Units pursuant to Section 1515 hereof. In the event that pursuant to the foregoing sentence hereof of any part removal of any parts or portion of any Unit from the Facility having a value county in excess of 1% of the then Casualty Value which it is removed from Linn Countylocated as designated in Exhibit A hereto, Oregon, the Lessee shall give the Owner Trustee and the Indenture Trustee not less than 30 days' prior written notice of such removal and shall deliver to the Owner Trustee and the Indenture Trustee Lessor promptly after such removal, removal and in any event within 10 ten days thereafter, thereafter the opinion of the Lessee's counsel that such removal shall not impair or adversely affect the ownership of such part arts or portion of the Facility such Unit by the Owner TrusteeLessor, that all necessary recordings recording and filings (including financing statements and continuation statements under Applicable Law any applicable Uniform Commercial Code) have been duly made in the public offices wherein such recordings or filings are necessary to protect the validity and effectiveness of this Lease and the Indenture (including the maintenance of the perfection of security interest thereof in the removed part or portion) Mortgage and that all fees, taxes and charges payable in connection therewith have been paid in full by the Lessee. The Lessee In no event shall not change the use of the Leased Property as a pulp mill without the Owner Trustee's prior written consent. The Lessee will not do or permit any act or thing that may impair the value of the Leased Property Unit or any part or portion thereof (provided that actions by be removed to a location outside the continental United States without the prior written consent of Lessor. Lessee expressly required by Section 8 of this Lease shall not be deemed to impair the value of the Leased Property) or that materially increases the dangers, or poses an unreasonable risk of harm, to third parties (on or off the Leased Property) arising from activities thereon, or that constitutes a public or private nuisance or waste to the Leased Property or any part thereof. The Lessee agrees that it will not use the Leased Property if it has failed to procure or maintain insurance to the extent required by Section 7 herein. (ii) The Lessee agrees warrants that the Leased Property Units will at all times be maintained, used and operated under and in compliance with the laws of the jurisdiction in all material respects which it may be operated, and in compliance with all Applicable Lawslawful acts, rules, regulations and orders of any commissions, boards or other legislative, executive or judicial bodies or officers having power to regulate or supervise the use of such property; provided, however, that the Lessee may in good faith contest in any reasonable manner the application of any such rule, regulation or order in good faith and by appropriate proceedings, but only so long as such proceedings do not involve any danger of criminal liability or a material danger of civil liability of the Owner Trustee, the Indenture Trustee or any Participant, or a material danger of the sale, forfeiture or loss of the Leased Property, any portion thereof or any interest of the Owner Trustee, the Indenture Trustee or any Participant therein. The Lessee and the Leased Property shall comply in all material respects with all applicable Environmental Laws and the Lessee shall obtain and maintain in good standing all Governmental Approvals required for the operations of the Facility by any applicable Environmental Law. The Lessee shall not (A) own or operate on the Site (1) except in compliance in all material respects with Environmental Laws, any underground storage tank, (2) except in compliance in all material respects with Environmental Laws, material amounts of asbestos containing building material, or (3) landfill or dump, (B) use, generate, treat, store or dispose of Hazardous Materials at or on the Site in quantities materially greater than that which is customary for operations similar to those of the Lessee at the Site, or (C) conduct any activity on the Site or use the Leased Property in any manner (1) which would cause the Leased Property to become a hazardous waste treatment, storage or disposal facility within the meaning of RCRA or any similar state law or local ordinance, (2) so as to cause a material Release or threat of Release of any Hazardous Material from or at the Site, to cause the Site to become a site on or nominated for the National Priority List promulgated pursuant to CERCLA or any state priority list promulgated pursuant to any similar state law, or (3) so as to cause a discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions, which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. ss.ss.1251 et seQ., or the Clean Air Act, 42 U.S.C. ss.ss.741, et seq., or any similar state law or local ordinance, unless such a perMit shall be in full force and effect and such discharge shall be in full compliance therewith. At its sole expense (but without thereby waiving any claims it may have against third parties), the Lessee will conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other response action necessary to remove, clean up or a▇▇▇▇ any material quantity of Hazardous Material which is Released or disposed of at or on the Site in accordance with any applicable Environmental Law and any order or directive from a Governmental Authority having jurisdiction, except to the extent the Lessee is diligently contesting any applicable Environmental Law or any order or directive from a Governmental Authority, so long as that such contest is does not result in good faith the forfeiture or sale of any Unit or adversely affect Lessor's title thereto. Lessee agrees that, without the prior written consent of Lessor and by appropriate proceedingsthe Security Trustees, but only so long as reserves deemed by Lessee will not assign, transfer or sublease its rights under this Lease, or permit its rights or interest hereunder to be subject to any lien, charge or encumbrance other than the lien on Lessee' leasehold estate hereunder of the Mortgage and Deed of Trust dated January 15, 1937 (the "Mortgage") form Lessee to be adequate are maintained and such proceedings do not involve any danger of criminal liability or a material danger of civil liability of the Owner Irving Trust Company, as Trustee, the Indenture Trustee as supplemented. No such Mortgage, lien, charge, encumbrance, assignment or sublease shall relieve Lessee of any Participantof its obligations, liabilities or duties hereunder which shall be and remain those of a material danger of the sale, forfeiture or loss of the Leased Property, any portion thereof or any interest of the Owner Trustee, the Indenture Trustee or any Participant thereinprincipal and not a guarantor.

Location and Use. (i) The Lessee agrees that the Facility will be used solely in the conduct of its business and solely by qualified personnel and will at all times be and remain in the exclusive possession and control of the Lessee at the Site, provided that the Lessee may deliver possession of any part or portion of the Facility to any manufacturer, contractor, supplier or mechanic designated by the Lessee for purposes of realizing the benefits of any warranty or in order to comply with the obligations and rights of the Lessee under Section 8, but the rights of any such party in possession of such part or portion of the Facility shall be subject and subordinate to the terms of this Lease, including without limitation, the right of the Owner Trustee to take possession of the Facility pursuant to Section 15. In the event that pursuant to the foregoing sentence hereof any part or portion of the Facility having a value in excess of 1% of the then Casualty Value is removed from Linn County, Oregon, the Lessee shall give the Owner Trustee, the ClO2 Indenture Trustee and the Indenture Trustee not less than 30 days' prior written notice of such removal and shall deliver to the Owner Trustee, the ClO2 Indenture Trustee and the Indenture Trustee promptly after such removal, and in any event within 10 days thereafter, the opinion of the Lessee's counsel that such removal shall not impair or adversely affect the ownership of such part or portion of the Facility by the Owner Trustee, that all necessary recordings and filings under Applicable Law have been duly made in the public offices wherein such recordings or filings are necessary to protect the validity and effectiveness of this Lease and the Indenture (including the maintenance of the perfection of security interest thereof in the removed part or portion) and that all fees, taxes and charges payable in connection therewith have been paid in full by the Lessee. The Lessee shall not change the use of the Leased Property as a pulp mill without the Owner Trustee's prior written consent. The Lessee will not do or permit any act or thing that may impair the value of the Leased Property or any part thereof (provided that actions by the Lessee expressly required by Section 8 of this Lease shall not be deemed to impair the value of the Leased Property) or that materially increases the dangers, or poses an unreasonable risk of harm, to third parties (on or off the Leased Property) arising from activities thereon, or that constitutes a public or private nuisance or waste to the Leased Property or any part thereof. The Lessee agrees that it will not use the Leased Property if it has failed to procure or maintain insurance to the extent required by Section 7 herein. (ii) The Lessee agrees that the Leased Property will at all times be maintained, used and operated under and in compliance in all material respects with all Applicable Laws; provided, however, that the Lessee may contest the application of any such rule, regulation or order in good faith and by appropriate proceedings, but only so long as such proceedings do not involve any danger of criminal liability or a material danger of civil liability of the Owner Trustee, the Indenture Trustee Trustee, any holder of the ClO2 Notes, or any Participant, or a material danger of the sale, forfeiture or loss of the Leased Property, any portion thereof or any interest of the Owner Trustee, the Indenture Trustee Trustee, any holder of the ClO2 Notes, or any Participant therein. The Lessee and the Leased Property shall comply in all material respects with all applicable Environmental Laws and the Lessee shall obtain and maintain in good standing all Governmental Approvals required for the operations of the Facility by any applicable Environmental Law. The Lessee shall not (A) own or operate on the Site (1) except in compliance in all material respects with Environmental Laws, any underground storage tank, (2) except in compliance in all material respects with Environmental Laws, material amounts of asbestos containing building material, or (3) landfill or dump, (B) use, generate, treat, store or dispose of Hazardous Materials at or on the Site in quantities materially greater than that which is customary for operations similar to those of the Lessee at the Site, or (C) conduct any activity on the Site or use the Leased Property in any manner (1) which would cause the Leased Property to become a hazardous waste treatment, storage or disposal facility within the meaning of RCRA or any similar state law or local ordinance, (2) so as to cause a material Release or threat of Release of any Hazardous Material from or at the Site, to cause the Site to become a site on or nominated for the National Priority List promulgated pursuant to CERCLA or any state priority list promulgated pursuant to any similar state law, or (3) so as to cause a discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions, which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. ss.ss.1251 et seQ.seq., or the Clean Air Act, 42 U.S.C. ss.ss.741, et seq., or any similar state law or local ordinance, unless such a perMit permit shall be in full force and effect and such discharge shall be in full compliance therewith. At its sole expense (but without thereby waiving any claims it may have against third parties), the Lessee will conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial Remedial Action or other response action necessary to remove, clean up or a▇▇▇▇▇ any material quantity of Hazardous Material which is Released or disposed of at or on the Site in accordance with any applicable Environmental Law and any order or directive from a Governmental Authority having jurisdiction, except to the extent the Lessee is diligently contesting any applicable Environmental Law or any order or directive from a Governmental Authority, so long as such contest is in good faith and by appropriate proceedings, but only so long as reserves deemed by the Lessee to be adequate are maintained and such proceedings do not involve any danger of criminal liability or a material danger of civil liability of the Owner Trustee, the Indenture Trustee Trustee, any holder of the ClO2 Notes or any Participant, or a material danger of the sale, forfeiture or loss of the Leased Property, any portion thereof or any interest of the Owner Trustee, the Indenture Trustee or any Participant therein.

Location and Use. (i) The Lessee agrees that the Facility will be used solely in the conduct of its business and solely by qualified personnel and will at all times be and remain in the exclusive possession and control of the Lessee at the Site, provided PROVIDED that the Lessee may deliver possession of any part or portion of the Facility to any manufacturer, contractor, contractor or supplier or mechanic designated by the Lessee for purposes of realizing the benefits of any warranty or in order to comply with the obligations and rights of the Lessee under Section 8, but the rights of any such party in possession of such part or portion of the Facility shall be subject and subordinate to the terms of this Lease, including without limitation, the right of the Owner Owner-Trustee to take possession of the Facility pursuant to Section 15. In the event that pursuant to the foregoing sentence hereof any part or portion of the Facility having a value in excess of 1% of the then Casualty Value is removed from Linn Clallam County, OregonWashington, the Lessee shall give the Owner Trustee and the Indenture Owner-Trustee not less than 30 days' prior written notice of such removal and shall deliver to the Owner Trustee and the Indenture Owner-Trustee promptly after such removal, and in any event within 10 days thereafter, the opinion of the Lessee's counsel that such removal shall not impair or adversely affect the ownership of such part or portion of the Facility by the Owner Owner-Trustee, that all necessary recordings and filings under Applicable Law have been duly made in the public offices wherein such recordings or filings are necessary to protect the validity and effectiveness of this Lease and the Indenture (including the maintenance of the perfection of security interest thereof in the removed part or portion) and that all fees, taxes and charges payable in connection therewith have been paid in full by the Lessee. The Lessee shall not change the use of the Leased Property as a pulp mill sawmill without the Owner Owner-Trustee's prior prior, written consent. The Lessee will not do or permit any act or thing that may impair the value of the Leased Property or any part thereof (provided that actions by the Lessee expressly required by Section 8 of this Lease shall not be deemed to impair the value of the Leased Property) or that materially increases the dangers, or poses an unreasonable risk of harm, to third parties (on or off the Leased Property) arising from activities thereon, or that constitutes a public or private nuisance or waste to the Leased Property or any part thereof. The Lessee agrees that it will not use the Leased Property if it has failed to procure or maintain insurance to the extent required by Section 7 herein. (ii) The Lessee agrees that the Leased Property will at all times be maintained, used and operated under and in compliance in all material respects with all Applicable LawsLaws (other than CERCLA) and in all respects with CERCLA; providedPROVIDED, howeverHOWEVER, that the Lessee may contest the application of any such rule, regulation or order in good faith and by appropriate proceedings, but only so long as such proceedings do not involve any danger of criminal liability or a material danger of civil liability of the Owner Owner-Trustee, the Indenture Trustee or any Participant, or a material danger of the sale, forfeiture or loss of the Leased Property, any portion thereof or any interest of the Owner Owner-Trustee, the Indenture Trustee or any Participant therein. The Lessee and the Leased Property shall comply in all material respects with all applicable Environmental Laws and the Lessee shall obtain and maintain in good standing all Governmental Approvals required for the operations of the Facility by any applicable Environmental Law. The Lessee shall not (A) own or operate on the Site any (1) except in compliance in all material respects with Environmental Laws, any underground storage tank, (2) except in compliance in all material respects with Environmental Laws, material amounts of asbestos containing building material, or (3) landfill or dump, (B) use, generate, treat, store or dispose of Hazardous Materials at or on the Site in quantities materially greater than that which is customary for operations similar to those of the Lessee at the Site, or (C) conduct any activity on the Site or use the Leased Property in any manner (1) which would cause the Leased Property to become a hazardous waste treatment, storage or disposal facility within the meaning of of, or otherwise bring the Leased Property within the ambit of, RCRA or any similar state law or local ordinance, (2) so as to cause a material Release or threat of Release of any Hazardous Material from or at the Site, to cause the Site to become a site on or nominated for the National Priority List promulgated pursuant to CERCLA or any state priority list promulgated pursuant to any similar state law, or otherwise to bring the Leased Property within the ambit of, CERCLA, or any similar state law or local ordinance or any other Environmental Law or (3) so as to cause a discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions, which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. ss.ss.1251 et seQ.Sections 1251 ET SEQ., or the Clean Air Act, 42 U.S.C. ss.ss.741Sections 741, et seqET SEQ., or any similar state law or local ordinance, unless such a perMit permit shall be in full force and effect and such discharge shall be in full compliance therewith. At its sole expense (but without thereby waiving any claims it may have against third parties), the Lessee will conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other response action necessary to remove, clean up or a▇▇▇▇▇ any material quantity of Hazardous Material which is Released or disposed of at or on the Site in accordance with any applicable Environmental Law and any order or directive from a Governmental Authority having jurisdiction, except to the extent the Lessee is diligently contesting any applicable Environmental Law or any order or directive from a Governmental Authority, so long as such contest is in good faith and by appropriate proceedings, but only so long as reserves deemed by the Lessee to be adequate are maintained and such proceedings do not involve any danger of criminal liability or a material danger of civil liability of the Owner Owner-Trustee, the Indenture Trustee or any Participant, or a material danger of the sale, forfeiture or loss of the Leased Property, any portion thereof or any interest of the Owner Owner-Trustee, the Indenture Trustee or any Participant therein.

Location and Use. (i) The Lessee agrees that the Facility Unit will be used solely in the conduct of its business and solely by qualified personnel and will at all times be and remain in the exclusive possession and control of the Lessee at the Sitelocation designated therefor in Exhibit A hereto, provided that the Lessee may deliver possession of any part or portion of portions of the Facility Unit to any manufacturerthe Manufacturer, contractoror other subcontractor or agent, supplier or mechanic designated by the Lessee for purposes of realizing the benefits of any warranty or in order to comply with the obligations and rights of the Lessee under Section 8, 8 hereof but the rights of any such party in possession of such part or portion of the Facility Unit shall be subject and subordinate to the terms of this Lease, including without limitation, limitation the right of the Owner Trustee Lessor to take possession of the Facility Unit pursuant to Section 1515 hereof. In the event that pursuant to the foregoing sentence hereof of any part removal of any parts or portion of the Facility having a value Unit from the county in excess of 1% of the then Casualty Value which it is removed from Linn Countylocated as designated in Exhibit A hereto, Oregon, the Lessee shall give the Owner Trustee and the Indenture Trustee not less than 30 days' prior written notice of such removal and shall deliver to the Owner Trustee and the Indenture Trustee Lessor promptly after such removal, removal and in any event within 10 ten days thereafter, thereafter the opinion of the Lessee's counsel that such removal shall not impair or adversely affect the ownership of such part parts or portion of the Facility Unit by the Owner TrusteeLessor, that all necessary recordings recording and filings (including financing statements and continuation statements under Applicable Law any applicable Uniform Commercial Code) have been duly made in the public offices wherein such recordings or filings are necessary to protect the validity and effectiveness of this Lease and the Indenture (including the maintenance of the perfection of security interest thereof in the removed part or portion) Mortgage and that all fees, taxes and charges payable in connection therewith have been paid in full by the Lessee. The Lessee In no event shall not change the use of the Leased Property as a pulp mill without the Owner Trustee's prior written consent. The Lessee will not do or permit any act or thing that may impair the value of the Leased Property Unit or any part or portion thereof (provided that actions by be removed to a location outside the continental United States without the prior written consent of Lessor. Lessee expressly required by Section 8 of this Lease shall not be deemed to impair the value of the Leased Property) or that materially increases the dangers, or poses an unreasonable risk of harm, to third parties (on or off the Leased Property) arising from activities thereon, or that constitutes a public or private nuisance or waste to the Leased Property or any part thereof. The Lessee agrees that it will not use the Leased Property if it has failed to procure or maintain insurance to the extent required by Section 7 herein. (ii) The Lessee agrees warrants that the Leased Property Unit will at all times be maintained, used and operated under and in compliance with the laws of the Jurisdiction in all material respects which it may be operated, and in compliance with all Applicable Lawslawful acts, rules, regulations and orders of any commissions, boards or other legislative, executive or Judicial bodies or officers having power to regulate or supervise the use of such property; provided, however, that the Lessee may in good faith contest in any reasonable manner the application of any such rule, regulation or order in good faith and by appropriate proceedings, but only so long as such proceedings do not involve any danger of criminal liability or a material danger of civil liability of the Owner Trustee, the Indenture Trustee or any Participant, or a material danger of the sale, forfeiture or loss of the Leased Property, any portion thereof or any interest of the Owner Trustee, the Indenture Trustee or any Participant therein. The Lessee and the Leased Property shall comply in all material respects with all applicable Environmental Laws and the Lessee shall obtain and maintain in good standing all Governmental Approvals required for the operations of the Facility by any applicable Environmental Law. The Lessee shall not (A) own or operate on the Site (1) except in compliance in all material respects with Environmental Laws, any underground storage tank, (2) except in compliance in all material respects with Environmental Laws, material amounts of asbestos containing building material, or (3) landfill or dump, (B) use, generate, treat, store or dispose of Hazardous Materials at or on the Site in quantities materially greater than that which is customary for operations similar to those of the Lessee at the Site, or (C) conduct any activity on the Site or use the Leased Property in any manner (1) which would cause the Leased Property to become a hazardous waste treatment, storage or disposal facility within the meaning of RCRA or any similar state law or local ordinance, (2) so as to cause a material Release or threat of Release of any Hazardous Material from or at the Site, to cause the Site to become a site on or nominated for the National Priority List promulgated pursuant to CERCLA or any state priority list promulgated pursuant to any similar state law, or (3) so as to cause a discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions, which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. ss.ss.1251 et seQ., or the Clean Air Act, 42 U.S.C. ss.ss.741, et seq., or any similar state law or local ordinance, unless such a perMit shall be in full force and effect and such discharge shall be in full compliance therewith. At its sole expense (but without thereby waiving any claims it may have against third parties), the Lessee will conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other response action necessary to remove, clean up or a▇▇▇▇ any material quantity of Hazardous Material which is Released or disposed of at or on the Site in accordance with any applicable Environmental Law and any order or directive from a Governmental Authority having jurisdiction, except to the extent the Lessee is diligently contesting any applicable Environmental Law or any order or directive from a Governmental Authority, so long as that such contest is does not result in good faith the forfeiture or sale of any Unit or adversely affect Lessor's title thereto. Lessee agrees that, without the prior written consent of Lessor and by appropriate proceedingsthe Security Trustees, but only so long as reserves deemed by Lessee will not assign, transfer or sublease its rights under this Lease, or permit its rights or interest hereunder to be subject to any lien, charge or encumbrance other than the lien on Lessee's leasehold estate hereunder of the Mortgage and Deed of Trust dated January 15, 1937 (the "Mortgage") from Lessee to be adequate are maintained and such proceedings do not involve any danger of criminal liability or a material danger of civil liability of the Owner Irving Trust Company, as Trustee, the Indenture Trustee as supplemented. No such Mortgage, lien, charge, encumbrance, assignment or sublease shall relieve Lessee of any Participantof its obligations, liabilities or duties hereunder which shall be and remain those of a material danger of the sale, forfeiture or loss of the Leased Property, any portion thereof or any interest of the Owner Trustee, the Indenture Trustee or any Participant thereinprincipal and not a guarantor.

Location and Use. (i) The Lessee agrees that the Facility will be used solely in the conduct of its business and solely by qualified personnel and will at all times be and remain in the exclusive possession and control of the Lessee at the Site, provided PROVIDED that the Lessee may deliver possession of any part or portion of the Facility to any manufacturer, contractor, contractor or supplier or mechanic designated by the Lessee for purposes of realizing the benefits of any warranty or in order to comply with the obligations and rights of the Lessee under Section 8, but the rights of any such party in possession of such part or portion of the Facility shall be subject and subordinate to the terms of this Lease, including without limitation, the right of the Owner Owner-Trustee to take possession of the Facility pursuant to Section 15. In the event that pursuant to the foregoing sentence hereof any part or portion of the Facility having a value in excess of 1% of the then Casualty Value is removed from Linn Boundary County, OregonIdaho, the Lessee shall give the Owner Trustee and the Indenture Owner-Trustee not less than 30 days' prior written notice of such removal and shall deliver to the Owner Trustee and the Indenture Owner-Trustee promptly after such removal, and in any event within 10 days thereafter, the opinion of the Lessee's counsel that such removal shall not impair or adversely affect the ownership of such part or portion of the Facility by the Owner Owner-Trustee, that all necessary recordings and filings under Applicable Law have been duly made in the public offices wherein such recordings or filings are necessary to protect the validity and effectiveness of this Lease and the Indenture (including the maintenance of the perfection of security interest thereof in the removed part or portion) and that all fees, taxes and charges payable in connection therewith have been paid in full by the Lessee. The Lessee shall not change the use of the Leased Property as a pulp mill sawmill without the Owner Owner-Trustee's prior prior, written consent. The Lessee will not do or permit any act or thing that may impair the value of the Leased Property or any part thereof (provided that actions by the Lessee expressly required by Section 8 of this Lease shall not be deemed to impair the value of the Leased Property) or that materially increases the dangers, or poses an unreasonable risk of harm, to third parties (on or off the Leased Property) arising from activities thereon, or that constitutes a public or private nuisance or waste to the Leased Property or any part thereof. The Lessee agrees that it will not use the Leased Property if it has failed to procure or maintain insurance to the extent required by Section 7 herein. (ii) The Lessee agrees that the Leased Property will at all times be maintained, used and operated under and in compliance in all material respects with all Applicable LawsLaws (other than CERCLA) and in all respects with CERCLA; providedPROVIDED, howeverHOWEVER, that the Lessee may contest the application of any such rule, regulation or order in good faith and by appropriate proceedings, but only so long as such proceedings do not involve any danger of criminal liability or a material danger of civil liability of the Owner Owner-Trustee, the Indenture Trustee or any Participant, or a material danger of the sale, forfeiture or loss of the Leased Property, any portion thereof or any interest of the Owner Owner-Trustee, the Indenture Trustee or any Participant therein. The Lessee and the Leased Property shall comply in all material respects with all applicable Environmental Laws and the Lessee shall obtain and maintain in good standing all Governmental Approvals required for the operations of the Facility by any applicable Environmental Law. The Lessee shall not (A) own or operate on the Site any (1) except in compliance in all material respects with Environmental Laws, any underground storage tank, (2) except in compliance in all material respects with Environmental Laws, material amounts of asbestos containing building material, or (3) landfill or dump, (B) use, generate, treat, store or dispose of Hazardous Materials at or on the Site in quantities materially greater than that which is customary for operations similar to those of the Lessee at the Site, or (C) conduct any activity on the Site or use the Leased Property in any manner (1) which would cause the Leased Property to become a hazardous waste treatment, storage or disposal facility within the meaning of of, or otherwise bring the Leased Property within the ambit of, RCRA or any similar state law or local ordinance, (2) so as to cause a material Release or threat of Release of any Hazardous Material from or at the Site, to cause the Site to become a site on or nominated for the National Priority List promulgated pursuant to CERCLA or any state priority list promulgated pursuant to any similar state law, or otherwise to bring the Leased Property within the ambit of, CERCLA, or any similar state law or local ordinance or any other Environmental Law or (3) so as to cause a discharge of pollutants or effluents into any water source or system, or the discharge into the air of any emissions, which would require a permit under the Federal Water Pollution Control Act, 33 U.S.C. ss.ss.1251 et seQ.Section 1251 ET SEQ., or the Clean Air Act, 42 U.S.C. ss.ss.741Section 741, et seqET SEQ., or any similar state law or local ordinance, unless such a perMit permit shall be in full force and effect and such discharge shall be in full compliance therewith. At its sole expense (but without thereby waiving any claims it may have against third parties), the Lessee will conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other response action necessary to remove, clean up or a▇▇▇▇▇ any material quantity of Hazardous Material which is Released or disposed of at or on the Site in accordance with any applicable Environmental Law and any order or directive from a Governmental Authority having jurisdiction, except to the extent the Lessee is diligently contesting any applicable Environmental Law or any order or directive from a Governmental Authority, so long as such contest is in good faith and by appropriate proceedings, but only so long as reserves deemed by the Lessee to be adequate are maintained and such proceedings do not involve any danger of criminal liability or a material danger of civil liability of the Owner Owner-Trustee, the Indenture Trustee or any Participant, or a material danger of the sale, forfeiture or loss of the Leased Property, any portion thereof or any interest of the Owner Owner-Trustee, the Indenture Trustee or any Participant therein.