AGENT TO PERFORM OR OBSERVE ANY SUCH TERM, COVENANT,
CONDITION OR AGREEMENT ON SUCH GRANTOR'S PART TO BE SO PERFORMED OR OBSERVED OR
IMPOSE ANY LIABILITY ON ANY AGENT FOR ANY ACT OR OMISSION ON THE PART OF SUCH
GRANTOR RELATIVE THERETO OR FOR ANY BREACH OF ANY REPRESENTATION OR WARRANTY ON
THE PART OF SUCH GRANTOR CONTAINED IN THIS AGREEMENT OR ANY CREDIT DOCUMENT, OR
IN RESPECT OF THE COLLATERAL PLEDGED BY IT.
THE OBLIGATIONS OF EACH
47
GRANTOR CONTAINED IN THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT AND THE DISCHARGE OF SUCH GRANTOR'S OTHER OBLIGATIONS HEREUNDER.
EACH
AGENT ACKNOWLEDGES AND AGREES THAT NO OTHER AGENT HAS MADE ANY REPRESENTATION OR
WARRANTY WITH RESPECT TO THE EXECUTION, VALIDITY, LEGALITY, COMPLETENESS,
COLLECTABILITY OR ENFORCEABILITY OF ANY OTHER CREDIT DOCUMENTS.
EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT, EACH OF THE AGENTS WILL BE ENTITLED TO
MANAGE AND SUPERVISE THEIR RESPECTIVE EXTENSIONS OF CREDIT TO SSCC OR ANY OF ITS
SUBSIDIARIES IN ACCORDANCE WITH LAW AND THEIR USUAL PRACTICES, MODIFIED FROM
TIME TO TIME AS THEY DEEM APPROPRIATE.
SECTION 8.18.
ADDITIONAL GRANTORS.
PURSUANT TO THE TERM LOAN CREDIT DOCUMENTS,
REVOLVING CREDIT DOCUMENTS AND THE PERMITTED NOTES DOCUMENTS CERTAIN
SUBSIDIARIES NOT PARTY HERETO ON THE DATE HEREOF ARE REQUIRED TO BECOME A PARTY
HERETO AS A "GRANTOR".
UPON THE EXECUTION AND DELIVERY BY ANY SUBSIDIARY OF AN
INSTRUMENT IN THE FORM OF EXHIBIT I HERETO, ANY SUCH SUBSIDIARY SHALL BECOME A
PARTY HERETO AND A GRANTOR HEREUNDER WITH THE SAME FORCE AND EFFECT AS IF
ORIGINALLY NAMED AS SUCH HEREIN.
THE EXECUTION AND DELIVERY OF ANY SUCH
INSTRUMENT SHALL NOT REQUIRE THE CONSENT OF ANY OTHER PARTY HERETO.
THE RIGHTS
AND OBLIGATIONS OF EACH PARTY HERETO SHALL REMAIN IN FULL FORCE AND EFFECT
NOTWITHSTANDING THE ADDITION OF ANY NEW GRANTOR AS A PARTY TO THIS AGREEMENT.
SECTION 8.19.
TERM LOAN CREDIT AGENT AND REVOLVING CREDIT AGENT.
IT IS
UNDERSTOOD AND AGREED THAT (A) JPMORGAN CHASE BANK, N.A. ("JPM") IS ENTERING
INTO THIS AGREEMENT IN ITS CAPACITY AS ADMINISTRATIVE AGENT UNDER THE TERM LOAN
CREDIT DOCUMENTS AND THE PROVISIONS OF ARTICLE VIII OF THE TERM LOAN CREDIT
AGREEMENT APPLICABLE TO JPM AS ADMINISTRATIVE AGENT THEREUNDER SHALL ALSO APPLY
TO JPM AS TERM LOAN CREDIT AGENT HEREUNDER AND (B) DEUTSCHE BANK AG NEW YORK
("DB") IS ENTERING IN THIS AGREEMENT IN ITS CAPACITY AS COLLATERAL AGENT UNDER
THE REVOLVING CREDIT DOCUMENTS AND THE PROVISIONS OF [ARTICLE [·]](5) OF THE
REVOLVING CREDIT AGREEMENT APPLICABLE TO DB AS COLLATERAL AGENT THEREUNDER SHALL
ALSO APPLY TO DB AS REVOLVING CREDIT AGENT HEREUNDER.
[signature page follows]
(5) To refer to agency provisions in the Revolving Credit Agreement.
48
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.
SMURFIT-STONE CONTAINER CORPORATION,
By
Name:
Title:
THE GRANTORS LISTED ON SCHEDULE II HERETO,
By
Name:
Title:
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT
JPMORGAN CHASE BANK, N.A., as
Term Loan Credit Agent,
By
Name:
Title:
LIEN SUBORDINATION