SUBSIDIARY BASED ON THE
MOST RECENTLY AVAILABLE CONSOLIDATED FINANCIAL STATEMENTS OF SSCC OR THAT IS OR
WILL BE A GUARANTOR UNDER THE TERM LOAN FACILITY, AND THE REQUIREMENTS OF THE
COVENANT SET FORTH IN SECTION 10.15 SHALL HAVE BEEN SATISFIED.
THE
ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A COMPLETED PERFECTION CERTIFICATE,
DATED THE FUNDING DATE AND DULY EXECUTED BY A AUTHORIZED OFFICER OF HOLDINGS,
TOGETHER WITH ALL ATTACHMENTS CONTEMPLATED THEREBY, INCLUDING RESULTS OF A
SEARCH OF THE UCC (OR EQUIVALENT) FILINGS MADE WITH RESPECT TO THE LOAN PARTIES
IN THE JURISDICTIONS CONTEMPLATED BY THE PERFECTION CERTIFICATE AND WITH COPIES
OF THE FINANCING STATEMENTS (OR SIMILAR DOCUMENTS) DISCLOSED BY SUCH SEARCH AND
EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT THE LIENS
INDICATED BY SUCH FINANCING STATEMENTS (OR SIMILAR DOCUMENT) ARE PERMITTED UNDER
SECTION 10.02 OR HAVE BEEN, OR SUBSTANTIALLY CONTEMPORANEOUSLY WITH THE FUNDING
DATE WILL BE, RELEASED.
(G)
NONE OF THE MORTGAGED PROPERTIES SHALL BE SUBJECT TO ANY LIEN
OTHER THAN THOSE EXPRESSLY PERMITTED UNDER SECTION 10.02 AND OTHER ENCUMBRANCES
PERMITTED BY THE RELEVANT MORTGAGE.
(H)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COPIES OF, OR AN
INSURANCE BROKER'S OR AGENT'S CERTIFICATE AS TO COVERAGE UNDER, THE INSURANCE
POLICIES REQUIRED BY SECTION 9.02 AND THE APPLICABLE PROVISIONS OF THE SECURITY
DOCUMENTS, EACH OF WHICH POLICIES SHALL BE ENDORSED OR OTHERWISE AMENDED TO
INCLUDE A LOSS PAYABLE ENDORSEMENT WITH RESPECT TO THE COLLATERAL AND TO NAME
THE SECURITY AGENT AS ADDITIONAL INSURED, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
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(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED (I) AN UNAUDITED PRO
FORMA CONSOLIDATED BALANCE SHEET OF HOLDINGS AND ITS SUBSIDIARIES AS OF THE LAST
DAY OF THE MOST RECENT FISCAL QUARTER FOR WHICH FINANCIAL STATEMENTS ARE
PUBLICLY AVAILABLE, ADJUSTED TO GIVE PRO FORMA EFFECT TO THE IMPLEMENTATION OF
THE PLAN OF REORGANIZATION, THE CONSUMMATION OF THE TRANSACTIONS AND THE FUNDING
OF TERM LOANS UNDER THE TERM LOAN FACILITY AND ANY INCURRENCE OF LOANS OR
ISSUANCE OF LETTERS OF CREDIT HEREUNDER ON THE FUNDING DATE AS IF SUCH
TRANSACTION HAD OCCURRED ON SUCH DATE, WHICH, IN EACH CASE, SHALL BE PREPARED IN
GOOD FAITH AND BASED UPON REASONABLE ASSUMPTIONS AND (II) A CERTIFICATE, DATED
THE FUNDING DATE AND SIGNED BY A FINANCIAL OFFICER OF HOLDINGS, CERTIFYING THAT
AS OF THE FUNDING DATE, HOLDINGS AND ITS SUBSIDIARIES HAVE NOT INCURRED ANY
MATERIAL LIABILITIES NOT REFLECTED IN SUCH PRO FORMA CONSOLIDATED BALANCE SHEET,
OTHER THAN LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS.
(J)
THE U.S. BANKRUPTCY COURT SHALL HAVE ENTERED AN ORDER CONFIRMING
THE PLAN OF REORGANIZATION, WHICH ORDER (THE "CONFIRMATION ORDER") (I) SHALL BE
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO DBNY AND JPMCB, (II) SHALL
AUTHORIZE THIS AGREEMENT AND THE TRANSACTIONS AND THE TERM LOAN FACILITY AND
(III) SHALL BE IN FULL FORCE AND EFFECT AND SHALL NOT HAVE BEEN REVERSED OR
MODIFIED AND SHALL NOT BE STAYED.
THE ASSETS OF SSC CANADA AND SMURFIT-MBI (AS
DEFINED IN THE PLAN OF REORGANIZATION) SHALL BE TRANSFERRED TO THE NEWCO(S) THAT