SECURITY AGREEMENT)
ENDORSED AND/OR ACCOMPANIED BY SUCH INSTRUMENTS OF ASSIGNMENT AND TRANSFER IN
SUCH FORM AND SUBSTANCE AS THE CANADIAN COLLATERAL AGENT MAY REASONABLY REQUEST
PURSUANT TO THE
137
CANADIAN SECURITY AGREEMENT, TOGETHER WITH AN UPDATE TO SCHEDULE A OF THE
CANADIAN SECURITY AGREEMENT PROVIDING THE INFORMATION CONTEMPLATED BY BUT NOT
INCLUDED ON SUCH SCHEDULE A AS OF THE CLOSING DATE;
(IX)
WITHIN ONE (1) DAY AFTER THE CLOSING DATE,
COPIES CERTIFIED BY THE SECRETARY OF STATE OF THE STATE OF DELAWARE OF (X) THE
CERTIFICATE OF MERGER OF SSCE FUNDING, LLC WITH AND INTO STONE RECEIVABLES LLC
AND (Y) THE CERTIFICATE OF MERGER OF STONE RECEIVABLES LLC WITH AND INTO
SMURFIT-STONE CONTAINER ENTERPRISES, INC.;
(X)
WITHIN THREE (3) BUSINESS DAYS AFTER THE
CLOSING DATE, THE TERMINATION AND REASSIGNMENT AGREEMENT WITH RESPECT TO THE
TERMINATION OF THE CANADIAN RECEIVABLES SECURITIZATION PROGRAM IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(XI)
WITHIN THREE (3) BUSINESS DAYS AFTER THE
CLOSING DATE, THE AMENDED AND RESTATED INITIAL ORDER IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT; AND
(XII)
ON OR BEFORE THE DATE THE BANKRUPTCY COURT ENTERS
THE FINAL ORDER, A CROSS BORDER PROTOCOL WITH RESPECT TO PROCEEDINGS IN THE
CASES BEFORE THE CANADIAN COURT AND THE BANKRUPTCY COURT IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(B)
ALL CONDITIONS PRECEDENT AND REPRESENTATIONS
CONTAINED IN THE LOAN DOCUMENTS SHALL BE DEEMED MODIFIED TO THE EXTENT NECESSARY
TO EFFECT THE FOREGOING (AND TO PERMIT THE TAKING OF THE ACTIONS DESCRIBED ABOVE
WITHIN THE TIME PERIODS REQUIRED ABOVE); PROVIDED, THAT TO THE EXTENT ANY
REPRESENTATION AND WARRANTY WOULD NOT BE TRUE BECAUSE THE FOREGOING ACTIONS WERE
NOT TAKEN ON THE CLOSING DATE, THE RESPECTIVE REPRESENTATION AND WARRANTY SHALL
BE REQUIRED TO BE TRUE AND CORRECT AT THE TIME THE RESPECTIVE ACTION IS TAKEN IN
ACCORDANCE WITH THE FOREGOING PROVISIONS OF THIS SECTION 9.18.
THE ACCEPTANCE
OF THE BENEFITS OF THE MAKING OF EACH LOAN AND THE ISSUANCE OF EACH LETTER OF
CREDIT SHALL CONSTITUTE A REPRESENTATION, WARRANTY AND COVENANT BY THE LOAN
PARTIES TO EACH OF THE LENDERS THAT THE ACTIONS REQUIRED PURSUANT TO THIS
SECTION 9.18 WILL BE TAKEN WITHIN THE RELEVANT TIME PERIODS REFERRED TO IN THIS
SECTION 9.18 AND THAT, AT SUCH TIME, ALL REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS AGREEMENT SHALL THEN BE TRUE AND CORRECT WITHOUT ANY
MODIFICATION PURSUANT TO THIS SECTION 9.18.
Section 9.19
USA Patriot Act.
Each Lender hereby
notifies the Loan Parties that pursuant to the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
"Patriot Act"), it is required to obtain, verify and record information that
identifies the Loan Parties, which information includes the name and address of
the Loan Parties and other information that will allow such Lender to identify
the Loan Parties in accordance with the Patriot Act.
138
SECTION 9.20
JUDGMENT CURRENCY.
(A)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 11.3, THE LOAN PARTIES' OBLIGATIONS
HEREUNDER