ÀÖÌìÌÃappÏÂÔØ

Necessary Funds.ÌýParent will have on hand and shall provide to Purchaser, such funds as are necessary to enable Purchaser to both perform its obligations in respect of the Offer and the Merger and to purchase the Stockholders' Shares upon the exercise of the Options hereunder.

Necessary Funds.Ìý11 ARTICLE VI

Necessary Funds.Ìý7 2.3. Representations and Warranties of Principal Stockholder............................ 7 2.3.1. Organization............................................................... 7

Necessary Funds.ÌýUPM has or has access to the funds necessary to redeem the Amalco Special Shares and the Repap Preferred Shares after they have become Amalco Preferred Shares as contemplated in this Agreement.

Necessary Funds.ÌýPurchase Sub will have all of the funds necessary to pay the Transaction Consideration at Closing.

Necessary Funds.ÌýThe Purchaser has and will have available on the Closing Date all funds necessary to (a) pay the Purchase Price and all other amounts payable hereunder and under any other Transaction Document; (b) pay any fees and NYDOCS02/1012922.1 EXECUTION COPY expenses payable by the Purchaser in connection with the transactions contemplated hereby and by any other Transaction Document; and (c) satisfy any of its other payment obligations hereunder and under any other Transaction Document.

Necessary Funds.ÌýBuyer has, or will have at the Closing, the funds necessary to consummate the Contemplated Transactions.

Necessary Funds.ÌýAny and all funds needed by the Company or any Subsidiary which are in excess of the Company's or such Subsidiary's net operating revenues and Reserves for one or more of the following purposes: (a) to pay the costs and expenses of the ownership, operation, maintenance, repair, renovation, alteration, management, and/or leasing of the Properties, (b) to pay the costs of performing the agreements of the Company or the Subsidiaries under any Leases, contracts, agreements, commitments, or other instruments to which the Company or the Subsidiaries are or shall become a party, (c) to pay, when due, real estate and other taxes affecting the Properties, and insurance premiums for the insurance policies maintained in accordance with the terms of this Agreement for the Properties, the Company and the Subsidiaries, (d) to comply with all legal requirements now or hereafter applicable to the Properties and the operation and management thereof, (e) to restore any Property in the event of a fire or other casualty, if a determination is made by the Members to perform such restoration or if the Company or the Subsidiary is contractually obligated to restore such damage, and (f) to pay any and all other authorized Company and Subsidiary liabilities, including, without limit thereto, debt service on any Loan or other indebtedness incurred by the Company or any Subsidiary in accordance with the Approved Budget (not including any Member Loan). Acquisition Costs in connection with the acquisition of Additional Properties shall not be considered Necessary Funds for purposes of Section 8.4 of this Agreement.

Necessary Funds.Ìý23 3.8. Material Misstatements or Omissions. . . . . . . . . . . . . . 23 3.9. Buyer's Investigation. . . . . . . . . . . . . . . . . . . . . 23