Common use of Representations and Warranties of Lessee Clause in Contracts

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that as of the date hereof: (a) Lessee has adequate power and capacity to enter into this Agreement and each Lease, any documents relating to the purchase of Equipment and any other documents required to be delivered in connection herewith or therewith (collectively, the "Documents"); the Documents have been duly authorized, executed, and delivered by Lessee and constitute valid, legal, and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may impair its ability to perform under the Documents or affect the validity thereof; and all information which has been supplied to Lessor is accurate and complete. (b) Lessee's execution of the Documents and its leasing of the Equipment does not and will not (i) violate Lessee's organizational documents or any judgment, order or law applicable to this Agreement or any Lease or Lessee; (ii) violate or require consent under any agreement to which Lessee is a party or to which Lessee's property is subject; or (iii) result in the creation of any lien, security interest, or other encumbrance upon the Equipment except in favor of the Lessor. (c) All financial data of Lessee or of any consolidated group of companies of which it is a member ("Lessee Group") delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results of operations of Lessee, or of the Lessee Group, as of the stated date and for the indicated periods. Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee Group. (d) If Lessee is a corporation, partnership or limited liability company, it is and will be validly existing and in good standing under the laws of the state of its organization; the persons signing the Lease are acting with the full authority of the board of directors, partners, members or managers, as the case may be, and such persons hold the offices indicated below their signatures, which are genuine.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that as of the date hereofof each Lease and of each Certificate of Acceptance: (a) Lessee has adequate power and capacity to enter into this Agreement and each the Lease, any documents relating relative to the purchase of the Equipment leased under such Lease and any other documents required to be delivered in connection herewith or therewith with this Lease (collectively, the "Documents"); the Documents have been duly authorized, executed, executed and delivered by Lessee and constitute valid, legal, legal and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may will impair its ability to perform under the Documents or affect the validity thereofLease; and all information which has been supplied to Lessor is accurate and complete. (b) Lessee's execution of entering into the Documents Lease and its leasing of the Equipment does not and will not not: (i) violate Lessee's organizational documents or any judgment, order order, or law applicable to this Agreement or any Lease the Lease, Lessee or Lessee; 's certificate of incorporation or by-laws (ii) violate or require consent under any agreement to which if Lessee is a party corporation) or to which Lessee's property partnership agreement (if Lessee is subjecta partnership); or (iiiii) result in the creation of any lien, security interest, interest or other encumbrance upon the Equipment except in favor of the LessorEquipment. (c) All financial data of Lessee or of any consolidated group of companies of which it Lessee is a member ("Lessee Group") ), delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results of from operations of Lessee, or of the Lessee Group, as of the stated date and for the indicated periodsperiod(s). Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee Group. (d) If Lessee is a corporation, partnership corporation or limited liability companypartnership, it is and will be validly existing and in good standing under the laws of the state of its incorporation or organization; the persons signing the Lease are acting with the full authority of the its board of directors, partners, members directors or managers, as the case may be, partners (if Lessee is a partnership) and such persons hold the offices indicated below their signatures, which are genuine.

Representations and Warranties of Lessee. Lessee represents acknowledges that Lessor has entered into this Lease in full reliance upon the representations of Lessee in the following terms and Lessee now warrants to Lessor that the following statements are as of the date hereof, and on the Delivery Date (unless any such representation and warranty shall have been made with reference to a specified date, in which case such representation and warranty shall be true and accurate as of such specified date) will be, true and accurate: (a) Lessee is a corporation duly incorporated and validly existing in good standing under the Laws of the State of New York, holds all authorizations necessary to authorize Lessee to engage in air transport and to carry on its passenger airline service as presently conducted and has adequate the corporate power and capacity authority to enter into this Agreement carry on its business as presently conducted and each Lease, any documents relating to the purchase of Equipment and any other documents required to be delivered in connection herewith or therewith (collectively, the "Documents"); the Documents have been duly authorized, executed, and delivered by Lessee and constitute valid, legal, and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may impair its ability to perform its obligations under this Lease and the other Operative Documents or affect the validity thereof; and all information to which has been supplied to Lessor it is accurate and complete.a party; (b) Lessee's execution this Lease has, and the other Operative Documents to which Lessee is a party have, been duly authorized by all necessary corporate action on the part of Lessee and none of such agreements requires any approval of the Documents shareholders of Lessee (or if such approval is required, such approval has been obtained) and its leasing neither the execution and delivery hereof and thereof nor the consummation of the Equipment does not transactions contemplated hereby and thereby nor compliance by Lessee with any of the terms and provisions hereof and thereof will not (i) violate Lessee's organizational documents or contravene any judgment, order or law Law applicable to this Agreement Lessee or result in any Lease breach of, or Lessee; (ii) violate constitute any default under, or require consent result in the creation of any Lien upon any property of Lessee under any creditor agreement or instrument, corporate charter or by-law or other agreement or instrument to which Lessee is a party or by which Lessee or its properties or assets are bound or affected, except for any such conflicts, breaches or defaults which would not, individually or in the aggregate, have a material adverse effect on the business or financial condition of Lessee or on its ability to perform its obligations under this Lease and the other Operative Documents to which Lessee's property Lessee is subject; or (iii) result in the creation of any lien, security interest, or other encumbrance upon the Equipment except in favor of the Lessor.a party; (c) All financial data Lessee has or will, prior to the Delivery Date have, received every consent, approval or authorization of, and has given every notice to, each Governmental Entity having jurisdiction with respect to the execution, delivery or performance of Lessee or of any consolidated group of companies of this Lease and the other Operative Documents to which it is a member party ("including all monetary and other obligations hereunder) that is required for Lessee Group"to execute and deliver this Lease and the other Operative Documents to which it is a party and each such consent, approval or authorization and notice is valid and effective and has not been revoked, except for the registrations, applications and recordings referred to in the opinion of Special FAA Counsel delivered pursuant to Section 2.02 and the filings with the FAA of the FAA-filed Documents pursuant to Section 2.02; (d) this Lease has been, and the other Operative Documents to which Lessee is a party have been or will be, duly executed and delivered by Lessee, and this Lease does, and the other Operative Documents to Lessor which Lessee is a party do or will, constitute legal, valid and binding obligations of Lessee, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by such principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) as a court having jurisdiction may impose and by laws that may affect some of such remedies but which do not make the available remedies inadequate for the substantial realization of the benefits provided herein; (e) except as disclosed in any of the financial statements referred to in Section 5.01(f), or as otherwise disclosed in writing to the Beneficiary prior to the date hereof, there are no suits or proceedings pending or, to the knowledge of Lessee, threatened in any court or before any regulatory commission, board or other Governmental Entity against or affecting Lessee that may, either individually or in the aggregate, reasonably be expected to have a materially adverse effect on the ability of Lessee to perform its obligations hereunder; (f) the audited financial statements of Lessee for the financial period ended December 31, 2000, have been prepared in accordance with United States generally accepted accounting principles consistently applied on a consistent basis with prior periods and present fairly present in all material respects the financial position condition of Lessee and results of operations of Lesseeits consolidated subsidiaries, or of the Lessee Groupif any, as of the stated such date and the results of its operations and cash flows for such period; (g) except as disclosed in writing to the indicated periods. Since Beneficiary prior to the date of the most recently delivered financial datahereof, there has been no material adverse change in the financial condition, results of operations or operating condition business prospects of Lessee since the date of the financial statements described in paragraph(f) above that could reasonably be expected to have a material adverse effect on the ability of Lessee to perform its obligations hereunder or of the Lessee Group.under any other Operative Document to which it is a party; and (dh) If Lessee is a corporationSection 1110 Person, partnership or limited liability company, it is and will be validly existing and in good standing under the laws law as in effect on the date hereof and on the Delivery Date, Lessor would be entitled to the benefit of Section 1110 with respect to the state of its organization; the persons signing the Lease are acting with the full authority of the board of directorsAircraft, partnersfor all Lessee's obligations under this Lease, members or managers, as the case may be, and such persons hold the offices indicated below their signatures, which are genuineif Lessee were to become a debtor under 11 U.S.C. Chapter 11.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that as of the date hereof: (a) the address stated above is the chief place of business and chief executive office of Lessee, Lessees full and accurate legal name is as stated above and the information describing Lessee has adequate power and capacity to enter into this Agreement and each Lease, any documents relating to the purchase of Equipment and any other documents required to be delivered in connection herewith or therewith (collectively, the "Documents"); the Documents have been duly authorized, executed, and delivered by Lessee and constitute valid, legal, and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may impair its ability to perform set forth under the Documents or affect the validity thereof; and all information which has been supplied to Lessor Lessees signature below is accurate and complete. in all respects; (b) Lessee's execution of the Documents and its leasing of the Equipment does not and will not Lessee is either (i) violate Lessee's organizational documents an individual and the sole proprietor of its business which is located at the address set forth above and doing business only under the names disclosed herein, or any judgment, order or law applicable to this Agreement or any Lease or Lessee; (ii) violate or require consent under any agreement to which Lessee is a party or to which Lessee's property is subject; or (iii) result in the creation of any lien, security interest, or other encumbrance upon the Equipment except in favor of the Lessor. (c) All financial data of Lessee or of any consolidated group of companies of which it is a member ("Lessee Group") delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results of operations of Lessee, or of the Lessee Group, as of the stated date and for the indicated periods. Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee Group. (d) If Lessee is a corporation, partnership or limited liability company, it is company or corporation duly organized and will be validly existing and in good standing under the laws of the state of its organization; organization or incorporation, or (iii) a general or limited partnership organized under the persons signing laws of the state of its principal place of business set forth in the Lease are acting with or the Lease Documents and the individual general partner executing this Master Lease has the full authority to represent, sign for and bind Lessee in all respects; (c) the execution, delivery and performance of this Master Lease and all related instruments and documents (i) have been duly authorized by all necessary action on the part of Lessee, (ii) do not require the approval of any stockholder, partner, manager, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (iii) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or contravene the operating agreement, charter or by-laws of Lessee, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (d) the Lease Documents when entered into will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with their terms; (e) there are no actions or proceedings to which Lessee is a party, and there are no other threatened actions or proceedings of which Lessee has knowledge, before any governmental authority which, either individually or in the aggregate, would adversely affect the financial condition of Lessee or the ability of Lessee to perform its obligations hereunder; (f) Lessee is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would adversely affect the financial condition of Lessee or the ability of Lessee to perform its obligations hereunder and (g) the financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present Lessees financial condition and the results of its operations as of the board date of directors, partners, members or managers, as and for the case may beperiod covered by such statements, and since the date of such persons hold the offices indicated below their signatures, which are genuinestatements there has been no material adverse change in such conditions or operations.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that as of the date hereof: (a) the address stated above is the chief place of business and chief executive office of Lessee, Lessee's full and accurate legal name is as stated above and the information describing Lessee has adequate power and capacity to enter into this Agreement and each Lease, any documents relating to the purchase of Equipment and any other documents required to be delivered in connection herewith or therewith (collectively, the "Documents"); the Documents have been duly authorized, executed, and delivered by Lessee and constitute valid, legal, and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may impair its ability to perform set forth under the Documents or affect the validity thereof; and all information which has been supplied to Lessor Lessee's signature below is accurate and complete. in all respects; (b) Lessee's execution of the Documents and its leasing of the Equipment does not and will not Lessee is either (i) violate Lessee's organizational documents an individual and the sole proprietor of its business which is located at the address set forth above and doing business only under the names disclosed herein, or any judgment, order or law applicable to this Agreement or any Lease or Lessee; (ii) violate or require consent under any agreement to which Lessee is a party or to which Lessee's property is subject; or (iii) result in the creation of any lien, security interest, or other encumbrance upon the Equipment except in favor of the Lessor. (c) All financial data of Lessee or of any consolidated group of companies of which it is a member ("Lessee Group") delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results of operations of Lessee, or of the Lessee Group, as of the stated date and for the indicated periods. Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee Group. (d) If Lessee is a corporation, partnership or limited liability company, it is company or corporation duly organized and will be validly existing and in good standing under the laws of the state of its organization; organization or incorporation, or (iii) a general or limited partnership organized under the persons signing laws of the state of its principal place of business set forth in the Lease are acting with or the Lease Documents and the individual general partner executing this Master Lease has the full authority to represent, sign for and bind Lessee in all respects; (c) the execution, delivery and performance of this Master Lease and all related instruments and documents (i) have been duly authorized by all necessary action on the part of Lessee, (ii) do not require the approval of any stockholder, partner, manager, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (iii) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or contravene the operating agreement, charter or by-laws of Lessee, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (d) the Lease Documents when entered into will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with their terms; (e) there are no actions or proceedings to which Lessee is a party, and there are no other threatened actions or proceedings of which Lessee has knowledge, before any governmental authority which, either individually or in the aggregate, would adversely affect the financial condition of Lessee or the ability of Lessee to perform its obligations hereunder; (f) Lessee is not in default under any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would adversely affect the financial condition of Lessee or the ability of Lessee to perform its obligations hereunder; (g) the Lease is for commercial and business purposes and the Equipment will be used solely for such purposes and not for personal, family, or household purposes; (h) the financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present Lessee's financial condition and the results of its operations as of the board date of directors, partners, members or managers, as and for the case may beperiod covered by such statements, and since the date of such persons hold statements there has been no material adverse change in such conditions or operations; (i) neither the offices indicated below their signaturesLessee nor, which are genuineto the Lessee’s knowledge, any director, officer, agent, employee or affiliate of the Lessee is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"); and (j) the Lessee will not directly or indirectly use the proceeds of the Lease, or lend, contribute or otherwise make available such proceeds to any affiliate or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that as of the date hereof: (a) Lessee has adequate power and capacity to enter into this Agreement and each Lease, any documents relating to the purchase of Equipment and any other documents required to be delivered in connection herewith or therewith (collectively, the "Documents"); the Documents have been duly authorized, executed, and delivered by Lessee and constitute valid, legal, and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may impair its ability to perform under the Documents or affect the validity thereof; : and all information which has been supplied to Lessor is accurate and complete. (b) Lessee's execution of the Documents and its leasing of the Equipment does not and will not (i) violate Lessee's organizational documents or any judgment, order or law applicable to this Agreement or any Lease or Lessee; (ii) violate or require consent under any agreement to which Lessee is a party or to which Lessee's property is subject; or (iii) result in the creation of any lien, security interest, or other encumbrance upon the Equipment except in favor of the Lessor. (c) All financial data of Lessee or of any consolidated group of companies of which it is a member ("Lessee Group") delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results of operations of Lessee, or of the Lessee Group, as of the stated date and for the indicated periods. Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee Group. (d) If Lessee is a corporation, partnership or limited liability company, it is and will be validly existing and in good standing under the laws of the state of its organization; the persons signing the Lease are acting with the full authority of the board of directors, partners, members or managers, as the case may be, and such persons hold the offices indicated below their signatures, which are genuine.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that as of the date hereofof each Schedule and Acceptance Date: (a) Lessee has adequate power and capacity to enter into this Agreement and Lease Agreement, each LeaseSchedule, any documents relating to the purchase each Certificate of Equipment Acceptance and any other documents required to be delivered in connection herewith or therewith with this Lease Agreement (collectively, the "“Documents"”); Lessee’s execution, delivery and performance of the Documents have been duly authorizedauthorized by all necessary corporate, executedlimited liability or partnership action, and delivered by Lessee as applicable, and constitute valid, legal, legal and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may will impair its ability to perform under the Documents or affect the validity thereofthis Lease Agreement; Lessee’s exact legal name, location of its chief executive office, and state of formation are true and complete as written on page 1 of this Lease Agreement; and all information which has been supplied to Lessor by Lessee is complete, accurate and completenot materially misleading. (b) Lessee's execution of the Documents ’s entering into this Lease Agreement and its leasing of the Equipment and financing any Fees hereunder does not and will not not: (i) violate Lessee's organizational documents or any judgment, order or law applicable to this Agreement Lessee, or any Lease other agreement entered into by Lessee with its creditors or any other party, or Lessee; (ii) violate or require consent under any agreement to which Lessee is a party or to which Lessee's property is subject’s organizational documents; or (iiiii) result in the creation of any lien, security interest, interest or other encumbrance upon the Equipment except in favor of the Lessoror this Lease Agreement. (c) All financial data of Lessee or Lessee, any guarantor and of any consolidated group of companies of which it Lessee is a member ("“Lessee Group") ”), delivered to Lessor now or in the future have been and will be prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results of from operations of Lessee, or of the Lessee Group, as of the stated date and for the indicated periodsperiod(s). Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee Group. (d) If Lessee is a corporation, partnership or limited liability company, it is and will be validly existing and in good standing under the laws of the state of its organization; and Lessee is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction in which the character of its properties or the nature of its business or the performance of its obligations under this Lease Agreement requires such qualification; the persons signing the Lease Documents are acting with the full authority of the its board of directors, partners, members or managersmanagers (if the Lessee is a limited liability company), as the case may beor partners (if Lessee is a partnership), and such persons hold the offices indicated below their signatures, which are genuine. (e) The Equipment and Software shall only be used in Lessee’s trade or business, in accordance with applicable law. Lessee has not and will not take any action or maintain any position inconsistent with treating this Lease Agreement as creating a valid leasehold interest in the Equipment. (f) Lessee is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that as of the date hereofof each Lease and of each Lease Commencement Date: (a) Lessee has adequate power and capacity to enter into this Agreement and Agreement, each Lease, any documents relating relative to the purchase of the Equipment leased under such Lease and to the license of all Software and any other documents required to be delivered in connection herewith or therewith with the Lease (collectively, the "“Documents"”); the Documents have been duly authorized, executed, executed and delivered by Lessee and constitute valid, legal, legal and binding agreements, enforceable in accordance with their terms; there are arc no legal or other proceedings presently pending or threatened against Lessee which may will impair its ability to perform under the Documents or affect the validity thereofDocuments; and all information which has been supplied to Lessor is accurate and complete. (b) Lessee's execution of ’s entering into the Documents Lease and its leasing of the Equipment and licensing any Software does not and will not not: (i) violate Lessee's organizational documents or any judgment, order order, or law applicable to this Agreement or any Lease the Lease, Lessee or Lessee; ’s certificate of incorporation or by-laws (ii) violate or require consent under any agreement to which if Lessee is a party corporation) or to which Lessee's property ’s partnership agreement (if Lessee is subjecta partnership); or (iiiii) result in the creation of any lien, security interest, interest or other encumbrance upon the Equipment except in favor of the Lessoror Software. (c) All financial data of Lessee or of any consolidated group of companies of which it Lessee is a member ("“Lessee Group") ”), delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods principles, consistently applied, and fairly present the financial position and results of from operations of Lessee, or of the Lessee Group, as of the stated date date(s) and for the indicated periodsperiod(s). Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee Group. (d) If Lessee is a corporation, partnership corporation or limited liability companypartnership, it is and will be validly validty existing and in good standing under the laws of the state of its incorporation or organization; the persons signing the Lease are acting with the full authority of the its board of directors, partners, members directors or managers, as the case may be, partners (if Lessee is a partnership) and such persons hold the offices indicated below their signatures, which are genuine.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that as of the date hereofof each Lease and of each Lease Commencement Certificate: (a) Lessee has adequate power and capacity to enter into this Agreement and each the Lease, any documents relating relate to the purchase of the Equipment leased under such Lease and any other documents required to be delivered in connection herewith or therewith with this Lease (collectively, the "Documents"); the Documents have been duly authorized, executed, executed and delivered by Lessee and constitute valid, legal, legal and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may will impair its ability to perform under the Documents or affect the validity thereofLease; and all information which has been supplied to Lessor is accurate and complete. (b) Lessee's execution of entering into the Documents Lease and its leasing of the Equipment does not and will not not: (i) violate Lessee's organizational documents or any judgment, order order, or law applicable to this Agreement or any Lease the Lease, Lessee or Lessee; 's certificate of incorporation or by-laws (ii) violate or require consent under any agreement to which if Lessee is a party corporation) or to which Lessee's property partnership agreement (if Lessee is subjecta partnership); or (iiiii) result in the creation of any lien, security interest, interest or other encumbrance upon the Equipment except in favor of the LessorEquipment. (c) All financial data of Lessee or of any consolidated group of companies of which it Lessee is a member ("Lessee Group") ), delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results of from operations of Lessee, or of the Lessee Group, as of the stated date data and for the indicated periodsperiod(s). Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee Group. (d) If Lessee is a corporation, partnership corporation or limited liability companypartnership, it is and will be validly existing and in good standing under the laws of the state of its incorporation or organization; the persons signing the Lease are acting with the full authority of the its board of directors, partners, members directors or managers, as the case may be, partners (if Lessee is a partnership) and such persons hold the offices indicated below their signatures, which are genuine.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that as of the date hereof: (a) Lessee has adequate power represents, warrants and capacity covenants to enter Lessor at the time Lessee enters into this Agreement and each Lease, any documents relating to the purchase of Equipment and any other documents required to be delivered in connection herewith or therewith (collectively, the "Documents"); the Documents have been duly authorized, executed, and delivered by Lessee and constitute valid, legal, and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may impair its ability to perform under the Documents or affect the validity thereof; and all information which has been supplied to Lessor is accurate and complete.Schedule that: (b) Lessee's execution of the Documents and its leasing of the Equipment does not and will not (i) violate Lessee's organizational documents or any judgment, order or law applicable to this Agreement or any Lease or Lessee; (ii) violate or require consent under any agreement to which Lessee is a party or to which Lessee's property is subject; or (iii) result in the creation of any lienan entity duly organized, security interest, or other encumbrance upon the Equipment except in favor of the Lessor. (c) All financial data of Lessee or of any consolidated group of companies of which it is a member ("Lessee Group") delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results of operations of Lessee, or of the Lessee Group, as of the stated date and for the indicated periods. Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee Group. (d) If Lessee is a corporation, partnership or limited liability company, it is and will be validly existing and in good standing under the laws of the state jurisdiction of its organizationorganization and in all jurisdictions with respect to which its ownership or its conduct of business or leasing of property requires such qualification; (ii) The execution and delivery of and performance under this Agreement, any Schedules, Certificates of Incumbency or other documents related to a Lease (”Documents”) to which Lessee is a party have been authorized by all necessary action, and have been executed and delivered on ▇▇▇▇▇▇'s behalf by persons duly authorized in that regard. The Documents constitute legal, valid and binding agreements of Lessee, enforceable against Lessee in accordance with their respective terms except as limited by bankruptcy or other similar laws; (iii) The execution and delivery of or performance under the Documents do not contravene ▇▇▇▇▇▇’s charter or bylaws or any law, regulation, order, writ, decree, judgment, or other form of prohibition of which Lessee is aware is binding on it or its assets; and does not and will not contravene the persons signing provisions of, or constitute a default under, or result in the Lease creation of a lien upon the Products under any material indenture, mortgage, contract, or other instrument to which it is a party or by which it or its assets are acting with bound; (iv) To the full best of ▇▇▇▇▇▇’s knowledge, there is no action, suit or proceeding pending or, to the knowledge of Lessee, threatened in any court or tribunal or before any competent authority against Lessee or any of its property or assets which challenges the Documents or any of the board transactions contemplated hereunder or which may have a material adverse effect on the financial condition or business of directors, partners, members or managers, as the case may beLessee; and (v) The financial statements and other information furnished and to be furnished to Lessor by Lessee are and shall be true and correct in all material respects, and since the date that such persons hold financial statements or information were prepared, there has not been any material adverse change in Lessee’s business or condition, financial or otherwise. (b) If any person guarantees payment or performance by Lessee of any liabilities or obligations of Lessee under this Agreement or any Schedule (a "Guarantor"), the offices indicated below their signaturespreceding representations, which are genuinewarranties and covenants shall be deemed to be made by Lessee on behalf of such Guarantor as if such Guarantor were named in addition to Lessee therein.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that as of the date hereofof each Lease and of each Certificate of Acceptance: (a) Lessee has adequate power and capacity to enter into this Agreement and each the Lease, any documents relating relative to the purchase of the Equipment leased under such Lease and any other documents required to be delivered in connection herewith or therewith with this Lease (collectively, the "Documents"); the Documents have been duly authorized, executed, executed and delivered by Lessee and constitute valid, legal, legal and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may will impair its ability to perform under the Documents or affect the validity thereofLease; and all information which has been supplied to Lessor is accurate and complete. (b) Lessee's execution of entering into the Documents Lease and its leasing of the Equipment does not and will not not: (i) violate Lessee's organizational documents or any judgmentjudgement, order order, or law applicable to this Agreement or any Lease the Lease, Lessee or Lessee; 's certificate of incorporation or by-laws (ii) violate or require consent under any agreement to which if Lessee is a party corporation) or to which Lessee's property partnership agreement (if Lessee is subjecta partnership); or (iiiii) result in the creation of any lien, security interest, interest or other encumbrance upon the Equipment except in favor of the LessorEquipment. (c) All financial data of Lessee or of any consolidated group of companies of which it Lessee is a member ("Lessee Group") ), delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results of from operations of Lessee, or of the Lessee Group, as of the stated date and for the indicated periodsperiod(s). Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee Group. (d) If Lessee is a corporation, partnership corporation or limited liability companypartnership, it is and will be validly existing and in good standing under the laws of the state of its incorporation or organization; the persons signing the Lease are acting with the full authority of the its board of directors, partners, members directors or managers, as the case may be, partners (if Lessee is a partnership) and such persons hold the offices indicated below their signatures, which are genuine.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that as of the date hereof: (a) the address stated above is the chief place of business and chief executive office of Lessee, Lessee’s full and accurate legal name is as stated above and the information describing Lessee has adequate power and capacity to enter into this Agreement and each Lease, any documents relating to the purchase of Equipment and any other documents required to be delivered in connection herewith or therewith (collectively, the "Documents"); the Documents have been duly authorized, executed, and delivered by Lessee and constitute valid, legal, and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may impair its ability to perform set forth under the Documents or affect the validity thereof; and all information which has been supplied to Lessor Lessee’s signature below is accurate and complete. in all respects; (b) Lessee's execution of the Documents and its leasing of the Equipment does not and will not Lessee is either (i) violate Lessee's organizational documents an individual and the sole proprietor of its business which is located at the address set forth above and doing business only under the names disclosed herein, or any judgment, order or law applicable to this Agreement or any Lease or Lessee; (ii) violate or require consent under any agreement to which Lessee is a party or to which Lessee's property is subject; or (iii) result in the creation of any lien, security interest, or other encumbrance upon the Equipment except in favor of the Lessor. (c) All financial data of Lessee or of any consolidated group of companies of which it is a member ("Lessee Group") delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results of operations of Lessee, or of the Lessee Group, as of the stated date and for the indicated periods. Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee Group. (d) If Lessee is a corporation, partnership or limited liability company, it is company or corporation duly organized and will be validly existing and in good standing under the laws of the state of its organization; organization or incorporation, or (iii) a general or limited partnership organized under the persons signing laws of the state of its principal place of business set forth in the Lease are acting with or the Lease Documents and the individual general partner executing this Master Lease has the full authority to represent, sign for and bind Lessee in all respects; (c) the execution, delivery and performance of this Master Lease and all related instruments and documents (i) have been duly authorized by all necessary action on the part of Lessee, (ii) do not require the approval of any stockholder, partner, manager, trustee, or holder of any obligations of Lessee except such as have been duly obtained, and (iii) do not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or contravene the operating agreement, charter or by-laws of Lessee, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; (d) the Lease Documents when entered into will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with their terms; (e) there are no actions or proceedings to which Lessee is a party, and there are no other threatened actions or proceedings of which Lessee has knowledge, before any governmental authority which, either individually or in the aggregate, would adversely affect the financial condition of Lessee or the ability [ILLEGIBLE] hereunder; (f) Lessee is not in default under any obligation for the payment of borrowed money, for the deferred purcha? price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would adversely affect the financi? condition of Lessee or the ability of Lessee to perform its obligations hereunder and (g) the financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present Lessee’s financial condition and the results of its operations as of the board date of directors, partners, members or managers, as and for the case may beperiod covered by such statements, and since the date of such persons hold the offices indicated below their signatures, which are genuinestatements there has been [ILLEGIBLE] material adverse change in such conditions or operations.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that as of the date hereofhereof and each Lease Commencement Date: (a) Lessee has adequate power and capacity to enter into this Agreement and each the Lease, any documents relating relative to the purchase of the Equipment leased under such Lease, the licensing of any Software and any other documents required to be delivered in connection herewith or therewith with this Lease (collectively, the "“Documents"”); the Documents have been duly authorized, executed, executed and delivered by Lessee and constitute valid, legal, legal and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may will impair its ability to perform under the Documents or affect the validity thereofLease; and all information which has been supplied to Lessor is accurate and complete. (b) Lessee's execution of ’s entering into the Documents Lease, leasing the Equipment, and its leasing of agreeing to have Lessor finance a license to the Equipment Software does not and will not not: (i) violate Lessee's organizational documents or any judgment, order order, or law applicable to this Agreement or any Lease the Lease, Lessee or Lessee; (ii) violate ’s certificate of incorporation or require consent by-laws, partnership or operating agreement, as applicable, nor constitute an event of default under any material agreement to by which Lessee it is a party or to which Lessee's property is subjectbound; or (iiiii) result in the creation of any lien, security interest, interest or other encumbrance upon the Equipment except in favor of the Lessoror Software. (c) All financial data of Lessee or of any consolidated group of companies of which it Lessee is a member ("“Lessee Group") ”), delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods and fairly present the financial position and results of from operations of Lessee, or of the Lessee Group, as of the stated date and for the indicated periodsperiod(s). Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee GroupMaterial Adverse Change. (d) If Lessee is a corporation, partnership or limited liability company, it is and will be validly existing and in good standing under the laws of the state of its organizationformation and any other state in which the conduct of its business requires it to be so qualified; the persons signing the Lease are acting with the full authority of the its board of directors, partners, members partners or managersmembers, as the case may beapplicable, and such persons hold the offices indicated below their signatures, which are genuine.

Representations and Warranties of Lessee. Lessee represents hereby makes the following additional representations and warrants to Lessor that warranties under the Lease as of the date hereof: (a) Lessee is a corporation duly incorporated and validly existing under the laws of the state of Delaware, is in good standing therein, is duly qualified to do business and is in good standing in the States of Florida, Georgia, Michigan and Wisconsin, and has adequate full corporate power and capacity authority to enter into the Lease and this Agreement Amendment and each Lease, any documents relating to the purchase of Equipment and any other documents required to be delivered in connection herewith or therewith (collectively, the "Documents"); the Documents have been duly authorized, executed, and delivered by Lessee and constitute valid, legal, and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may impair its ability to perform under the Documents or affect the validity thereof; its obligations thereunder and all information which has been supplied to Lessor is accurate and complete.hereunder; (b) Lessee's The execution and delivery of the Documents Lease and this Amendment by Lessee and the performance of its leasing of the Equipment does not obligations thereunder and hereunder have been duly authorized by all necessary corporate action and will not (i) violate Lessee's organizational documents any provision of law or any judgment, order of its charter or law applicable to this Agreement by-laws or any Lease result in the breach of or Lessee; (ii) violate or require consent constitute a default under any material indenture or other agreement or instrument to which Lessee is a party or to by which Lessee's property is subject; Lessee or (iii) result in the creation of any lien, security interest, Property may be bound or other encumbrance upon the Equipment except in favor of the Lessor.affected; (c) All financial data The consolidated balance sheet of the Lessee or and its Subsidiaries dated December 31, 1993, and the related consolidated statements of any consolidated group of companies of income, retained earnings and cash flow which it is a member ("Lessee Group") have been delivered to Lessor by Lessee have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis with prior periods throughout the period involved and fairly present (i) the financial position condition of Lessee and its Subsidiaries as of the date of such balance sheet, and (ii) the results of operations of Lessee, or of the Lessee Group, as of the stated date and its Subsidiaries for the indicated periods. Since the date of the most recently delivered financial data, there has been no period then ended; (d) No material adverse change in the business, operations, properties, assets or financial or operating condition of the Lessee has occurred subsequent to December 31, 1993; (e) Lessee possesses all trademarks, trade names, copyrights, patents, governmental licenses, franchises, certificates, consents, permits and approvals necessary to enable it to carry on its business in all material respects as now conducted and to own or operate the properties material to its business as now owned or operated, without conflict with rights of others, and that all such trademarks, trade names, copyrights, patents, governmental licenses, franchises, certificates, consents, permits and approvals which are material to Lessee are valid and subsisting; (f) No actions, suits or proceedings are pending or, to the knowledge of the Lessee, threatened against or affecting the Lessee Groupat law or in equity before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or before any arbitrator of any kind, which involve any transaction herein contemplated or would have a material adverse change on the business, operations, properties, assets or financial condition of the Lessee; and that Lessee is not in default or in violation of any Legal Requirement which would have a material adverse effect on its ability to perform any of its obligations hereunder (except as related to the incurrence of debt under the Valdosta, Tomahawk and ▇▇▇▇▇▇ leases which are currently under negotiation); (g) The Packaging Corporation of America Amendments to Existing Leveraged Lease Documentation March 1994 prepared by ▇.▇. ▇▇▇▇▇▇ (the "Memorandum"), relating to the amendment of the Lease, a copy of which was delivered to Lessor, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which they were made. (dh) If No employee benefit plan established or maintained by the Lessee, which is subject to Part 3 of Subtitle B of Title I of ERISA, had an accumulated funding deficiency (as such term is defined in Section 302 of ERISA) as of the last day of the most recent fiscal year of such plan ended prior to the date hereof which was or would have been material to the Lessee and its Subsidiaries taken as a whole; no liability to the Pension Benefit Guaranty Corporation has been, or is expected by Lessee to be, incurred with respect to any employee benefit plan maintained by the Lessee or any of its Subsidiaries, which is subject to Part 3 of Subtitle B of Title I of ERISA, which would be material to the Lessee and its Subsidiaries taken as a whole; and Lessee is in compliance in all material respects with all applicable provisions of ERISA and the regulations and published interpretations thereunder; (i) As of the date hereof, Lessee has filed all tax returns which are required to be filed by it and has paid all taxes shown to be due pursuant to such returns and all other taxes, assessments, fees and other governmental charges upon the Lessee and upon its properties, assets, income and franchises, except those being contested by the Lessee, those the nonpayment of which would not have a corporationmaterial adverse effect on the Lessee, partnership or limited liability those which are not yet due and payable; and (j) All filings and notifications required to be made by Lessee and its parent company, it is Tenneco, in connection with the Lease and will be validly existing this Amendment and in good standing the transactions contemplated by the Purchase Agreement and the Acquisition Agreement under the laws provisions of the state ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of its organization; 1976, as amended, have been made, and the persons signing applicable waiting period, including any extensions thereof, has expired. No additional action of, or filing with, any governmental or public body or authority is required in connection with the execution, delivery and performance of the Lease are acting or this Amendment (other than routine filings with the full authority of Securities and Exchange Commission and other governmental entities required or contemplated by the board of directors, partners, members or managers, as the case may be, and such persons hold the offices indicated below their signatures, which are genuineLease).

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that as of the date hereofof each Lease and of each Lease Commencement Date: (a) Lessee has adequate power and capacity to enter into this Agreement and Agreement, each Lease, any documents relating relative to the purchase of the Equipment leased under such Lease and to the license of all Software and any other documents required to be delivered in connection herewith or therewith with the Lease (collectively, the "Documents"); the Documents have been duly authorized, executed, executed and delivered by Lessee and constitute valid, legal, legal and binding agreements, enforceable in accordance with their terms; there are no legal or other proceedings presently pending or threatened against Lessee which may will impair its ability to perform under the Documents or affect the validity thereofDocuments; and all information which has been supplied to Lessor is accurate and complete. (b) Lessee's execution of entering into the Documents Lease and its leasing of the Equipment and licensing any Software does not and will not not: (i) violate Lessee's organizational documents or any judgment, order order, or law applicable to this Agreement or any Lease the Lease, Lessee or Lessee; 's certificate of incorporation or by-laws (ii) violate or require consent under any agreement to which if Lessee is a party corporation) or to which Lessee's property partnership agreement (if Lessee is subjecta partnership); or (iiiii) result in the creation of any lien, security interest, interest or other encumbrance upon the Equipment except in favor of the Lessoror Software. (c) All financial data of Lessee or of any consolidated group of companies of which it Lessee is a member ("Lessee Group") ), delivered to Lessor have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods principles, consistently applied, and fairly present the financial position and results of from operations of Lessee, or of the Lessee Group, as of the stated date date(s) and for the indicated periodsperiod(s). Since the date of the most recently delivered financial data, there has been no material adverse change in the financial or operating condition of the Lessee or of the Lessee Group. (d) If Lessee is a corporation, partnership corporation or limited liability companypartnership, it is and will be validly existing and in good standing under the laws of the state of its incorporation or organization; the persons signing the Lease are acting with the full authority of the its board of directors, partners, members directors or managers, as the case may be, partners (if Lessee is a partnership) and such persons hold the offices indicated below their signatures, which are genuine.