SECURITY
AGREEMENT) REQUIRED TO BE DELIVERED TO THE CANADIAN COLLATERAL AGENT PURSUANT TO
THE CANADIAN SECURITY AGREEMENT AND OTHER MATERIALS AS MAY BE REQUIRED TO
PROVIDE THE CANADIAN COLLATERAL AGENT WITH CONTROL OVER SUCH PLEDGED SECURITY
CERTIFICATES, AND (B) EACH INSTRUMENT EVIDENCING OBLIGATIONS OWING TO ANY
CANADIAN LOAN PARTY IN A PRINCIPAL AMOUNT IN EXCESS OF $1,000,000 INCLUDED IN OR
RELATED TO THE COLLATERAL (AS DEFINED IN THE CANADIAN 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 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
135
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