APPLICABLE LAW; CERTAIN PARTICULAR PROVISIONS.
THIS MORTGAGE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE
STATE WHERE THE MORTGAGED PROPERTY IS LOCATED, EXCEPT THAT MORTGAGOR EXPRESSLY
ACKNOWLEDGES THAT BY THEIR TERMS, THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS
(ASIDE FROM THOSE OTHER MORTGAGES TO BE RECORDED OUTSIDE NEW YORK) SHALL BE
GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAW.
MORTGAGOR AND MORTGAGEE AGREE TO SUBMIT TO
JURISDICTION AND THE LAYING OF VENUE FOR ANY SUIT ON THIS MORTGAGE IN THE STATE
WHERE THE MORTGAGED PROPERTY IS LOCATED.
THE TERMS AND PROVISIONS SET FORTH IN
APPENDIX A ATTACHED HERETO ARE HEREBY INCORPORATED BY REFERENCE AS THOUGH FULLY
SET FORTH HEREIN.
IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS AND PROVISIONS
CONTAINED IN THE BODY OF THIS MORTGAGE AND THE TERMS AND PROVISIONS SET FORTH IN
APPENDIX A, THE TERMS AND PROVISIONS SET FORTH IN APPENDIX A SHALL GOVERN AND
CONTROL.
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IN WITNESS WHEREOF, this Mortgage has been duly executed and delivered to
Mortgagee by Mortgagor and is effective as of the date first above written.
SMURFIT-STONE CONTAINER CORPORATION
By:
Name:
Title:
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[ADD LOCAL FORM OF ACKNOWLEDGMENT]
Exhibit A
to Mortgage
Description of the Land
Appendix A
to Mortgage
Local Law Provisions
EXHIBIT F
FORM OF PERFECTION CERTIFICATE
Exhibit F
to the Credit Agreement
PERFECTION CERTIFICATE
Reference is made to the Credit Agreement dated as of [
], 2010 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Smurfit-Stone Container Corporation ("SSCC"),
Smurfit-Stone Container Enterprises, Inc. ("SSCE"), the lenders from time to
time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Capitalized terms used but not defined herein have the meanings assigned in the
Credit Agreement or the Guarantee and Collateral Agreement (the "Collateral
Agreement") referred to therein, as applicable.
The undersigned, a Responsible Officer of the Borrower, hereby certifies to the
Administrative Agent and each other Secured Party as follows:
SECTION 1.
NAMES.
(A)
ATTACHED HERETO AS SCHEDULE 1 IS (I) THE EXACT LEGAL
NAME OF EACH GRANTOR, AS SUCH NAME APPEARS IN ITS DOCUMENT OF FORMATION,
(II) EACH OTHER LEGAL NAME SUCH GRANTOR HAS HAD IN THE PAST FIVE YEARS,
INCLUDING THE DATE OF THE RELEVANT NAME CHANGE AND (III) EACH OTHER NAME,
INCLUDING TRADE NAMES AND SIMILAR APPELLATIONS, SUCH GRANTOR OR ANY OF ITS
DIVISIONS OR OTHER BUSINESS UNITS HAS USED IN CONNECTION WITH THE CONDUCT OF ITS
BUSINESS OR THE OWNERSHIP OF ITS PROPERTIES AT ANY TIME DURING THE PAST FIVE
YEARS.
(B)
EXCEPT AS SET FORTH ON SCHEDULE 1, NO GRANTOR HAS CHANGED ITS IDENTITY OR
CORPORATE STRUCTURE IN ANY MANNER WITHIN THE PAST FIVE YEARS.
CHANGES IN
IDENTITY OR CORPORATE STRUCTURE INCLUDE MERGERS, CONSOLIDATIONS AND
ACQUISITIONS, AS WELL AS ANY CHANGE IN FORM, NATURE OR JURISDICTION OF
ORGANIZATION.
WITH RESPECT TO ANY SUCH CHANGE THAT HAS OCCURRED WITHIN THE PAST
FIVE YEARS,