Common use of Post Closing Agreements Clause in Contracts

Post Closing Agreements. (a) As promptly as possible, but no later than November 26, 2008, to the extent not delivered on the date of this Agreement after the U.S. Borrower's use of commercially reasonable efforts, the Administrative Agent shall have received endorsements with respect to the Closing Date Credit Insurance Policy in form and substance reasonably acceptable to the Administrative Agent and the U.S. Administrative Agent reflecting their respective interests as additional insured and loss payee, as their respective interests may appear. (b) As promptly as possible, but no later than December 8, 2008, the Administrative Agent shall have received a duly executed perfection certificate for the Credit Parties dated as of the date of its delivery in form and substance satisfactory to the Administrative Agent. (c) As soon as possible but in any event by December 31, 2008, the U.S. Borrower hereby agrees that it shall provide the following: (A) duly executed amendments to each of the New U.S. Borrower Mortgages, in each case, in form and substance satisfactory to the Administrative Agent but including, without limitation, an amendment to the legal descriptions set forth therein (to the extent necessary) (collectively, the "New U.S. Borrower Mortgage Amendments") and (B) down-dated title policies with respect to each of the Coosa Pines Mill Real Property and Grenada Mill Real Property dated as of the date of the applicable amendment referred to in clause (A) insuring the Lien of each of the New U.S. Borrower Mortgages, as amended by each of the New U.S. Borrower Mortgage Amendments, and otherwise in form and substance satisfactory to the Administrative Agent; and (ii) an updated Schedule 1.1(c) to the Credit Agreement dated as of the date on which the New U.S. Borrower Mortgage Amendments are filed. (d) As promptly as possible, but no later than December 12, 2008 (as such date may be extended by the Administrative Agent and the U.S. Administrative Agent in their sole discretion), the Administrative Agent and the U.S. Administrative Agent shall have received (i) a Credit Insurance Policy covering the U.S. Borrower and its Subsidiaries or the Parent and each of its subsidiaries (including the U.S. Borrower and its Subsidiaries) issued by Export Development Canada or another insurer reasonably acceptable to the Administrative Agent and the U.S. Administrative Agent, covering each account debtor of the U.S. Borrower and its Subsidiaries whose chief executive office is not located in the United States or Canada (except as otherwise approved by the Administrative Agent and the U.S. Administrative Agent) and otherwise on substantially the same terms and conditions as those set forth in the Closing Date Credit Insurance Policy or on such other terms and conditions as are reasonably acceptable to the Administrative Agent and the U.S. Administrative Agent and (ii) endorsements with respect to the Credit Insurance Policy described in the foregoing clause (i) in form and substance reasonably acceptable to the Administrative Agent and the U.S. Administrative Agent reflecting their respective interests as additional insured and loss payee, as their respective interests may appear (it being understood and agreed that any endorsement that is the same form and substance as the endorsement accepted by the Administrative Agent and the U.S. Administrative Agent in satisfaction of the requirements in clause (a) of this Section shall be acceptable to the Administrative Agent and the U.S. Administrative Agent). It is hereby agreed and acknowledged that if any item described in clause (a), (b) or (d) above is not delivered on the date required thereby, such failure shall be deemed to be an immediate Event of Default under Section 12.1(d) of the Credit Agreement.

Post Closing Agreements. (a) As promptly as possible, but no later than November 26, 2008, to the extent not delivered on the date of this Agreement after the U.S. Borrower's use of commercially reasonable efforts, the Administrative Agent shall have received endorsements with respect to the Closing Date Credit Insurance Policy in form and substance reasonably acceptable to the Administrative Agent and the U.S. Canadian Administrative Agent reflecting their respective interests as additional insured and loss payee, as their respective interests may appear. (b) As promptly as possible, but no later than December 8, 2008, the Administrative Agent shall have received a duly executed perfection certificate for the Credit Parties dated as of the date of its delivery in form and substance satisfactory to the Administrative Agent. (c) As soon as possible but in any event by December 31, 2008, the U.S. Borrower hereby agrees that it shall provide the following: (A) duly executed amendments to each of the New U.S. Borrower Mortgages, in each case, in form and substance satisfactory to the Administrative Agent but including, without limitation, an amendment to the legal descriptions set forth therein (to the extent necessary) (collectively, the "New U.S. Borrower Mortgage Amendments") and (B) down-dated title policies with respect to each of the Coosa Pines Mill Real Property and Grenada Mill Real Property dated as of the date of the applicable amendment referred to in clause (A) insuring the Lien of each of the New U.S. Borrower Mortgages, as amended by each of the New U.S. Borrower Mortgage Amendments, and otherwise in form and substance satisfactory to the Administrative Agent; and (ii) an updated Schedule 1.1(c) to the Credit Agreement dated as of the date on which the New U.S. Borrower Mortgage Amendments are filed. (d) As promptly as possible, but no later than December 12, 2008 (as such date may be extended by the Administrative Agent and the U.S. Canadian Administrative Agent in their sole discretion), the Administrative Agent and the U.S. Canadian Administrative Agent shall have received (i) a Credit Insurance Policy covering the U.S. Borrower and its Subsidiaries or the Parent and each of its subsidiaries (including the U.S. Borrower and its Subsidiaries) issued by Export Development Canada or another insurer reasonably acceptable to the Administrative Agent and the U.S. Canadian Administrative Agent, covering each account debtor of the U.S. Borrower and its Subsidiaries whose chief executive office is not located in the United States or Canada (except as otherwise approved by the Administrative Agent and the U.S. Canadian Administrative Agent) and otherwise on substantially the same terms and conditions as those set forth in the Closing Date Credit Insurance Policy or on such other terms and conditions as are reasonably acceptable to the Administrative Agent and the U.S. Canadian Administrative Agent and (ii) endorsements with respect to the Credit Insurance Policy described in the foregoing clause (i) in form and substance reasonably acceptable to the Administrative Agent and the U.S. Canadian Administrative Agent reflecting their respective interests as additional insured and loss payee, as their respective interests may appear (it being understood and agreed that any endorsement that is the same form and substance as the endorsement accepted by the Administrative Agent and the U.S. Canadian Administrative Agent in satisfaction of the requirements in clause (a) of this Section shall be acceptable to the Administrative Agent and the U.S. Canadian Administrative Agent). It is hereby agreed and acknowledged that if any item described in clause (a), (b) or (d) above is not delivered on the date required thereby, such failure shall be deemed to be an immediate Event of Default under Section 12.1(d11.1(d) of the Credit Agreement.