Effective Date Conditions. The obligation of the Lenders to continue the Credit Facilities extended to the Borrowers under the Original Credit Agreement, as amended in accordance with the terms of this Agreement, is subject to the fulfilment of the following conditions on the Effective Date, to the reasonable satisfaction of the Lenders: (a) the Second Confirmation shall have been executed and delivered to the Lenders and the Administration Agent by ▇▇▇▇ & ▇▇▇▇▇▇ Canada, the Limited Partnership, the Land Trustee and Finance LP; (b) the ▇▇▇▇ & Talbot Canada Harmac Debenture shall have been executed and delivered to the Administration Agent by ▇▇▇▇ & ▇▇▇▇▇▇ Canada, and all registrations, filings and recordings necessary or desirable to preserve, protect or perfect the enforceability of the security created thereby shall have been completed; (c) all of the representations and warranties of ▇▇▇▇ & Talbot Canada and the Limited Partnership contained in this Agreement are true and correct as of the Effective Date as though made on and as of such date, and each of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect; (d) no event has occurred and is continuing which constitutes a Default or an Event of Default, and each of ▇▇▇▇ & Talbot Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect; (e) the Lenders shall have received copies: (i) certified by the Secretary or an Assistant Secretary of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Land Trustee of any amendments to its charter documents effected since January 22, 2004, resolutions of its board of directors approving this Agreement, the Second Confirmation and the ▇▇▇▇ & Talbot Canada Harmac Debenture, and all documents evidencing any other necessary corporate action of ▇▇▇▇ & ▇▇▇▇▇▇ Canada with respect to this Agreement, the Second Confirmation and the ▇▇▇▇ & Talbot Canada Harmac Debenture; (ii) certified by the Secretary or an Assistant Secretary of the General Partner of any amendments to the Limited Partnership Agreement or the Limited Partnership’s certificate of limited partnership effected since June 6, 2003, resolutions of the board of directors of the General Partner approving this Agreement and the Second Confirmation, and all documents evidencing any other necessary action under the Limited Partnership Agreement with respect to this Agreement and the Second Confirmation; (iii) certified by the Secretary or an Assistant Secretary of the Land Trustee of any amendments to its charter documents effected since June 6, 2003, resolutions of its board of directors approving this Agreement and the Second Confirmation, and all documents evidencing any other necessary corporate action of the Land Trustee with respect to this Agreement and the Second Confirmation; (iv) certified by the Secretary or an Assistant Secretary of Penn Timber of any amendments to the Finance LP limited partnership agreement or Finance LP’s certificate of limited partnership effected since April 2, 2004, resolutions of the board of directors of Penn Timber approving this Agreement and the Second Confirmation, and all documents evidencing any other necessary action under the Finance LP limited partnership agreement with respect to this Agreement and the Second Confirmation; (f) the Lenders shall have received a certificate of the Secretary or an Assistant Secretary of each of ▇▇▇▇ & ▇▇▇▇▇▇ Canada, the General Partner, the Land Trustee and Penn Timber certifying the names and true signatures of its officers authorized to sign this Agreement and the Second Confirmation and any other documents to be delivered by it hereunder; (g) the Lenders shall have received a recently-dated certificate of good standing or like certificate of each of ▇▇▇▇ & Talbot Canada, the Limited Partnership, the Land Trustee and Finance LP issued by appropriate government officials of the jurisdiction of its incorporation; (h) the Lenders shall have received satisfactory certificates of insurance issued by the relevant insurer or its agent in respect of all insurance maintained by ▇▇▇▇ & ▇▇▇▇▇▇ Canada in respect of the Harmac Mill; (i) the Lenders shall have received an opinion of counsel for ▇▇▇▇ & Talbot Canada, the Limited Partnership, the Land Trustee and Finance LP addressed to the Lenders and counsel for the Lenders and in form and content satisfactory to the Lenders; (j) all fees required to be paid by ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Limited Partnership pursuant to Sections 2.26 or 14.5 on or before the Effective Date shall have been paid; and (k) the Lenders or the Administration Agent shall have received such other certificates and documentation as the Lenders or the Administration Agent may reasonably request. If all of the conditions set forth above have not been satisfied by the Borrowers or waived by the Lenders on or before the Effective Date, the obligations of the Lenders to make any Advance or any other Accommodation and all other obligations of the Lenders hereunder shall, at the option of the Lenders, terminate without prejudice to any rights or remedies available to the Lender under this Agreement or otherwise.
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Effective Date Conditions. The obligation of the Lenders to continue the Credit Facilities extended to the Borrowers under the Original Credit Agreement, as amended in accordance with the terms of this Agreement, is subject to the fulfilment of the following conditions on the Effective Date, to the reasonable satisfaction of the Lenders:
(a) the Second Confirmation shall have been executed and delivered to the Lenders and the Administration Agent by ▇▇▇▇ & ▇▇▇▇▇▇ Canada, the Limited Partnership, Partnership and the Land Trustee and Finance LPTrustee;
(b) the ▇▇▇▇ & Talbot Canada Harmac Debenture shall have been executed and delivered to the Administration Agent by ▇▇▇▇ & ▇▇▇▇▇▇ Canada, and all registrations, filings and recordings necessary or desirable to preserve, protect or perfect the enforceability of the security created thereby shall have been completed;
(c) all of the representations and warranties of ▇▇▇▇ & Talbot Canada and the Limited Partnership contained in this Agreement are true and correct as of the Effective Date as though made on and as of such date, and each of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect;
(dc) no event has occurred and is continuing which constitutes a Default or an Event of Default, and each of ▇▇▇▇ & Talbot Canada and the Limited Partnership shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect;
(ed) the Lenders shall have received copies:
(i) certified by the Secretary or an Assistant Secretary of each of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Land Trustee of any amendments to its charter documents effected since January 22June 15, 20042001, resolutions of its board of directors approving this Agreement, the Second Confirmation Agreement and the ▇▇▇▇ & Talbot Canada Harmac DebentureConfirmation, and all documents evidencing any other necessary corporate action of ▇▇▇▇ & ▇▇▇▇▇▇ Canada it with respect to this Agreement, the Second Confirmation Agreement and the ▇▇▇▇ & Talbot Canada Harmac DebentureConfirmation;
(ii) certified by the Secretary or an Assistant Secretary of the General Partner of any amendments to the Limited Partnership Agreement or the Limited Partnership’s certificate of limited partnership effected since June 615, 20032001, resolutions of the board of directors of the General Partner approving this Agreement and the Second Confirmation, and all documents evidencing any other necessary action under the Limited Partnership Agreement with respect to this Agreement and the Second Confirmation;
(iii) certified by the Secretary or an Assistant Secretary of the Land Trustee of any amendments to its charter documents effected since June 6, 2003, resolutions of its board of directors approving this Agreement and the Second Confirmation, and all documents evidencing any other necessary corporate action of the Land Trustee with respect to this Agreement and the Second Confirmation;
(iv) certified by the Secretary or an Assistant Secretary of Penn Timber of any amendments to the Finance LP limited partnership agreement or Finance LP’s certificate of limited partnership effected since April 2, 2004, resolutions of the board of directors of Penn Timber approving this Agreement and the Second Confirmation, and all documents evidencing any other necessary action under the Finance LP limited partnership agreement with respect to this Agreement and the Second Confirmation;
(fe) the Lenders shall have received a certificate of the Secretary or an Assistant Secretary of each of ▇▇▇▇ & ▇▇▇▇▇▇ Talbot Canada, the General Partner, Partner and the Land Trustee and Penn Timber certifying the names and true signatures of its officers authorized to sign this Agreement and the Second Confirmation and any other documents to be delivered by it hereunder;
(gf) the Lenders shall have received a recently-dated certificate of good standing or like certificate of each of ▇▇▇▇ & Talbot ▇▇▇▇▇▇ Canada, the Limited Partnership, and the Land Trustee and Finance LP issued by appropriate government officials of the jurisdiction of its incorporation;
(h) the Lenders shall have received satisfactory certificates of insurance issued by the relevant insurer or its agent in respect of all insurance maintained by ▇▇▇▇ & ▇▇▇▇▇▇ Canada in respect of the Harmac Mill;
(ig) the Lenders shall have received an opinion of counsel for ▇▇▇▇ & Talbot Canada, the Limited Partnership, Partnership and the Land Trustee and Finance LP addressed to the Lenders and counsel for the Lenders and in form and content satisfactory to the Lenders;
(jh) all fees required to be paid by ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Limited Partnership pursuant to Sections 2.26 or 14.5 on or before the Effective Date shall have been paid; and
(ki) the Lenders or the Administration Agent shall have received such other certificates and documentation as the Lenders or the Administration Agent may reasonably request. If all of the conditions set forth above have not been satisfied by the Borrowers or waived by the Lenders on or before the Effective Date, the obligations of the Lenders to make any Advance or any other Accommodation and all other obligations of the Lenders hereunder shall, at the option of the Lenders, terminate without prejudice to any rights or remedies available to the Lender under this Agreement or otherwise.
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Effective Date Conditions. The obligation of the Lenders to continue the Credit Facilities extended to the Borrowers under the Original Credit Agreement, as amended in accordance with the terms of this Agreement, is subject to the fulfilment of the following conditions on the Effective Dateconditions, to the reasonable satisfaction of the Lenders:
(a) the Second Third Confirmation shall have been executed and delivered to the Lenders and the Administration Agent by ▇▇▇▇ & ▇▇▇▇▇▇ Canada, the Limited Partnership, the Land Trustee and Finance LP;
(b) the ▇▇▇▇ & Talbot Canada Harmac Debenture Factoring LP Documents shall have been executed and delivered to the Administration Agent by Factoring LP, Pulp Sales, ▇▇▇▇ & Talbot Canada and ▇▇▇▇ & ▇▇▇▇▇▇ CanadaUS, and all registrations, filings and recordings necessary or desirable to preserve, protect or perfect the enforceability of the security created thereby shall have been completed;
(c) all of the representations and warranties of ▇▇▇▇ & Talbot Canada and the Limited Partnership Factoring LP contained in this Agreement are true and correct as of the Effective Date as though made on and as of such date, and each of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Limited Partnership Factoring LP shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect;
(d) no event has occurred and is continuing which constitutes a Default or an Event of Default, and each of ▇▇▇▇ & Talbot Canada and the Limited Partnership Factoring LP shall have delivered to the Lenders a certificate executed by an Authorized Officer thereof to that effect;
(e) the Lenders shall have received copies:
(i) certified by the Secretary or an Assistant Secretary of ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Land Trustee of any amendments to its charter documents effected since January 22June 11, 2004, resolutions of its board of directors approving this Agreement, the Second Third Confirmation and the ▇▇▇▇ & Talbot Canada Harmac DebentureFactoring LP Distribution Agreement, and all documents evidencing any other necessary corporate action of ▇▇▇▇ & ▇▇▇▇▇▇ Talbot Canada with respect to this Agreement, the Second Third Confirmation and the ▇▇▇▇ & Talbot Canada Harmac DebentureFactoring LP Distribution Agreement;
(ii) certified by the Secretary or an Assistant Secretary of Pulp Sales, as the Managing General Partner Partner, of any amendments to the Factoring LP Limited Partnership Agreement or the Limited Partnershipand Factoring LP’s certificate of limited partnership effected since June 6, 2003partnership, resolutions of the board of directors of the Managing General Partner approving this Agreement and the Second ConfirmationFactoring LP Documents, and all documents evidencing any other necessary action under the Factoring LP Limited Partnership Agreement with respect to this Agreement and the Second ConfirmationFactoring LP Documents;
(iii) certified by the Secretary or an Assistant Secretary of the Land Trustee of any amendments to its charter documents effected since June 611, 20032004, resolutions of its board of directors approving this Agreement and the Second Third Confirmation, and all documents evidencing any other necessary corporate action of the Land Trustee with respect to this Agreement and the Second Third Confirmation;
(iv) certified by the Secretary or an Assistant Secretary of Penn Timber of any amendments to the Finance LP limited partnership agreement or Finance LP’s certificate of limited partnership effected since April 2June 11, 2004, resolutions of the board of directors of Penn Timber as general partner of Finance LP approving this Agreement and the Second Third Confirmation, and all documents evidencing any other necessary action under the Finance LP limited partnership agreement with respect to this Agreement and the Second Third Confirmation;
(v) certified by the Secretary or an Assistant Secretary of Pulp Sales of its charter documents, resolutions of its board of directors approving the Factoring LP Distribution Agreement, and all documents evidencing any other necessary corporate action of Pulp Sales with respect to the Factoring LP Distribution Agreement; and
(vi) certified by the Secretary or an Assistant Secretary of ▇▇▇▇ & ▇▇▇▇▇▇ US of its charter documents;
(f) the Lenders shall have received a certificate of the Secretary or an Assistant Secretary of each of ▇▇▇▇ & Talbot Canada, Pulp Sales, the Land Trustee, Penn Timber and ▇▇▇▇ & ▇▇▇▇▇▇ Canada, the General Partner, the Land Trustee and Penn Timber US certifying the names and true signatures of its officers authorized to sign this Agreement and the Second Confirmation and any other documents to be delivered by it hereunder;
(g) the Lenders shall have received a recently-dated certificate of good standing or like certificate of each of ▇▇▇▇ & Talbot Canada, the Limited PartnershipFactoring LP, the Land Trustee Trustee, Finance LP, Pulp Sales, Penn Timber and Finance LP ▇▇▇▇ & ▇▇▇▇▇▇ US issued by appropriate government officials of the jurisdiction of its incorporation;
(h) the Lenders shall have received satisfactory certificates of insurance issued by the relevant insurer or its agent in respect of all insurance maintained by Factoring LP;
(i) the Lenders shall have received a copy, certified by an Authorized Officer of each of ▇▇▇▇ & ▇▇▇▇▇▇ Talbot Canada in respect and Factoring LP, of the Harmac MillIntercompany Receivables Sale Agreement, in form and content satisfactory to the Lenders;
(ij) the Lenders shall have received an opinion of counsel for ▇▇▇▇ & Talbot ▇▇▇▇▇▇ Canada, the Limited PartnershipFactoring LP, the Land Trustee and Trustee, Finance LP LP, Penn Timber and, subject to Section 8.1(z), ▇▇▇▇ & Talbot US, addressed to the Lenders and counsel for the Lenders and in form and content satisfactory to the Lenders;
(jk) all fees required to be paid by ▇▇▇▇ & ▇▇▇▇▇▇ Canada and the Limited Partnership Factoring LP pursuant to Sections 2.26 or 14.5 on or before the Effective Date shall have been paid;
(l) Funding LP shall have:
(i) sold to ▇▇▇▇ & Talbot Canada and/or Factoring LP all of its inventory, receivables and other assets; and
(kii) repaid in full all amounts borrowed by Funding LP under the Original Credit Agreement and not assumed by an Operating Borrower as amounts borrowed hereunder, and satisfied all other obligations of Funding LP to the Lenders thereunder, and the Lenders shall have received satisfactory evidence thereof;
(m) all capital contributions required from ▇▇▇▇ & ▇▇▇▇▇▇ Canada, Pulp Sales and ▇▇▇▇ & Talbot US under the Factoring LP Limited Partnership Agreement shall have been made, and the Lenders shall have received satisfactory evidence thereof; and
(n) the Lenders or the Administration Agent shall have received such other certificates and documentation as the Lenders or the Administration Agent may reasonably request. If all of the conditions set forth above have not been satisfied by the Borrowers or waived by the Lenders on or before the Effective Datedate set out in Section 2.4, the obligations of the Lenders to make any Advance or any other Accommodation and all other obligations of the Lenders hereunder shall, at the option of the Lenders, terminate without prejudice to any rights or remedies available to the Lender under this Agreement or otherwiseshall terminate in accordance therewith.
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