Deliveries By PHC and BHE. At the First Closing, subject to the express provisions of this Agreement PHC and BHE will deliver the following to Penobscot: 1.3 (a) The Bangor-Pacific Assignment, executed by BHE and PHC; (b) (c) All consents, waivers or approvals obtained by PHC and BHE with respect to the transfer of the Bangor-Pacific Economic Interest or the consummation of the transactions contemplated by this Agreement and the Transaction Documents; (d) (e) Opinions of counsel and officer's certificates (as contemplated by Sections 3.3(d) and 3.3(f)); (f) (g) All such other instruments of assignment or conveyance as, in the reasonable opinion of Penobscot and its counsel, shall be necessary or desirable to transfer to Penobscot the Bangor-Pacific Economic Interest in accordance with this Agreement; (h) (i) A copy of the resolutions of the Board of Directors of each of PHC and BHE authorizing and approving this Agreement and the consummation of the transactions contemplated hereby, in each case certified by its respective corporate secretary; (j) (k) Certificates by the corporate secretary of each of PHC and BHE as to the incumbency of each person executing this Agreement on behalf of PHC or BHE; (l) (m) Such other agreements, documents, instruments and writings as are required to be delivered by any of PHC and BHE at or prior to the First Closing Date pursuant to this Agreement or otherwise required in connection herewith. (n) 1.4
