Common use of Conditions Precedent to the Addition of a Seller Clause in Contracts

Conditions Precedent to the Addition of a Seller. No Subsidiary or Affiliate of Stone Container Corporation approved by the Company as an additional Seller pursuant to subsection 8.14 shall be added as a Seller hereunder unless the conditions set forth below shall have been satisfied on or before the date designated for the addition of such Seller (the "Seller Addition Date"): (i) the Company shall have received a receivables sale agreement to substantially the same effect as this Agreement, duly executed and delivered by such Seller; (ii) the Company shall have received copies of duly adopted resolutions of the board of directors of such Seller as in effect on the related Seller Addition Date and in form and substance reasonably satisfactory to the Company, authorizing this Agreement, the documents to be delivered by such Seller hereunder and the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of such Seller; (iii) the Company shall have received the certificate or articles of incorporation and by-laws of such Seller, duly certified by the Secretary or an Assistant Secretary of such Seller; (iv) the Company shall have received a "short-form" good standing certificate with respect to each Seller; (v) the Company shall have received duly executed certificates of the Secretary or an Assistant Secretary of such Seller dated the related Seller Addition Date and in form and substance reasonably satisfactory to the Company, certifying the names and true signatures of the officers authorized on behalf of such Seller to sign the Additional Seller Supplement or any instruments or documents in connection with this Agreement (on which certificates the Company may conclusively rely until such time as the Company shall receive from such Seller a revised certificate with respect to such Seller meeting the requirements of this subsection (v)); (vi) such Seller shall have filed and recorded, at its own expense, UCC-1 financing statements (and other similar instruments) with respect to the Receivables and the other Transferred Assets in such manner and in such jurisdictions as are necessary or desirable to perfect the Company's ownership interest thereof under the Uniform Commercial Code (or any other similar law), and all other action necessary, in the opinion of the Company, to perfect the Company's ownership of the Receivables and the other Transferred Assets shall have been duly taken; (vii) the Company shall have received a certificate from each Seller, dated the Seller Addition Date and signed by one of its Responsible Officers, in form satisfactory to the Company, confirming compliance with the conditions precedent set forth in this subsection 3.3; (viii) the Company shall have received written confirmation from the Rating Agencies that the addition of the Seller will not result in a downgrade or withdrawal of the current ratings on the outstanding Certificates and consent from each Agent which shall not be unreasonably withheld; provided, however, three Sellers may be added annually without obtaining written confirmation from the Rating Agencies if (a) the added Sellers are in the same line of business as the current Sellers; (b) the Eligible Receivables of each added Seller do not represent more than five percent of the current Net Eligible Receivables; and

Conditions Precedent to the Addition of a Seller. No Subsidiary or Affiliate ------------------------------------------------ of Stone Container Corporation WMI approved by the Company as an additional Seller pursuant to subsection 8.14 9.14 shall be added as a Seller hereunder unless the conditions set forth below shall have been satisfied on or before the date designated for the addition of such Seller (the "Seller Addition Date"): (i) the Company shall have received a receivables sale agreement to an Additional Seller Supplement substantially in the same effect as this Agreementform of Exhibit B hereto, duly executed and delivered by such Seller; (ii) the Company shall have received copies of duly adopted resolutions of the board of directors of such Seller as in effect on the related Seller Addition Date and in form and substance reasonably satisfactory to the Company, authorizing this Agreement, the documents to be delivered by such Seller hereunder and the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary Authorized Signatory of such Seller; (iii) the Company shall have received the certificate or articles of incorporation and by-laws of such Seller, duly certified by the Secretary or an Assistant Secretary Authorized Signatory of such Seller; (iv) the Company shall have received a "short-form" good standing certificate with respect to each Seller; (v) the Company shall have received duly executed certificates of the Secretary or an Assistant Secretary Authorized Signatory of such Seller dated the related Seller Addition Date and in form and substance reasonably satisfactory to the Company, certifying the names and true signatures of the officers authorized on behalf of such Seller to sign the Additional Seller Supplement or any instruments or documents in connection with this Agreement (on which certificates the Company may conclusively rely until such time as the Company shall receive from such Seller a revised certificate with respect to such Seller meeting the requirements of this subsection (v)); (vi) such Seller shall have filed made available for filing and recordedrecordation, at its own expense, UCC-1 financing statements (and other similar instruments) with respect to the Receivables and the other Transferred Receivable Assets in such manner and in such jurisdictions as are necessary or desirable to perfect the Company's ownership interest thereof under the Uniform Commercial Code (or any other similar law), and all other action necessary, in the opinion of the Company, to perfect the Company's ownership of the Receivables and the other Transferred Receivable Assets shall have been duly taken; (vii) the Company shall have received (i) with respect to each Seller, a written search report listing all effective financing statements that name the applicable Seller as debtor or assignor and that are filed in the jurisdictions that the Company determines are necessary or appropriate, together with copies of such financing statements (none of which shall cover any Receivables or Receivable Assets), and (ii) with respect to each Seller, tax and judgment lien searches showing no such Liens that are not permitted by the Transaction Documents; and (viii) the Company and the Administrative Agent shall have received a certificate from each Seller, dated the Seller Addition Date and signed by one of its Responsible Officers, in form satisfactory to the CompanyCompany and the Administrative Agent, confirming compliance with the conditions precedent set forth in this subsection 3.3; (viii) the Company shall have received written confirmation from the Rating Agencies that the addition of the Seller will not result in a downgrade or withdrawal of the current ratings on the outstanding Certificates and consent from each Agent which shall not be unreasonably withheld; provided, however, three Sellers may be added annually without obtaining written confirmation from the Rating Agencies if (a) the added Sellers are in the same line of business as the current Sellers; (b) the Eligible Receivables of each added Seller do not represent more than five percent of the current Net Eligible Receivables; and3.4.

Conditions Precedent to the Addition of a Seller. No Subsidiary or Affiliate of Stone Container Corporation Lyondell approved by the Company Buyer as an additional Seller pursuant to subsection 8.14 Section 7.01 shall be added as a Seller hereunder unless the conditions set forth below shall have been satisfied on or before the date designated for the addition of such Seller (the "“Seller Addition Date"”): (ia) the Company shall have received a receivables sale agreement to substantially Buyer and the same effect as this Agreement, duly executed and delivered by such Seller; (ii) the Company Agent shall have received copies of duly adopted resolutions of the board Board of directors Directors, partners or managers (as applicable) of such Seller proposed additional Seller, as in effect on the related Seller Addition Date Date, authorizing this Agreement and the execution of a supplement to this Agreement, substantially in the form of Exhibit B hereto (“Seller Supplement”), making such proposed additional Seller a “Seller” hereunder and under any other Transaction Document, the documents to be delivered by such proposed additional Seller hereunder and under any other Transaction Document and the transaction contemplated hereby and thereby, certified by the Secretary or Assistant Secretary (or similar officer) of such proposed additional Seller; (b) such proposed additional Seller shall have executed with Lyondell a transfer agreement in form and substance reasonably satisfactory to the CompanyBuyer and the Agent (a “Transfer Agreement”), authorizing this Agreementpursuant to which (i) to the extent that the Buyer would not be permitted under Section 2.02(f) hereof to purchase Receivable Assets from such Seller for cash or advances under a Subordinated Note payable to the order of such Seller (herein, the documents to be delivered by “Excess Receivable Assets”), such Seller hereunder shall agree to distribute to Lyondell all such Excess Receivable Assets that such Seller would otherwise sell to the Buyer under the provisions hereof, and (ii) Lyondell, as a Seller will sell or contribute (as provided herein) such Excess Receivable Assets to the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of such SellerBuyer as provided herein; (iiic) the Company shall have received Buyer and the certificate or articles of incorporation and by-laws of such Seller, duly certified by the Secretary or an Assistant Secretary of such Seller; (iv) the Company shall have received a "short-form" good standing certificate with respect to each Seller; (v) the Company Agent shall have received duly executed certificates of the Secretary or an Assistant Secretary (or similar officer) of such Seller proposed additional Seller, dated the related Seller Addition Date and in form and substance reasonably satisfactory to the CompanyDate, certifying the names and true signatures of the officers authorized on behalf of such proposed additional Seller to sign the Additional Seller Supplement or any instruments or documents in connection with the addition of such proposed additional Seller as a “Seller” under this Agreement or for purposes of any other Transaction Document; (on which certificates d) a Lock-Box Account with respect to the Company may conclusively rely until Seller Receivables to be sold by such time as proposed additional Seller shall have been established and approval of the Company Agent shall receive from such Seller have been obtained, and a revised certificate Lock-Box Agreement with respect to such Seller meeting the requirements of this subsection (v))Lock-Box Account shall be in effect; (vie) such Seller the Buyer and the Agent shall have filed and recorded, at its own expense, UCC-1 received copies of proper financing statements (Form UCC-1), in such form as the Agent, on the Buyer’s behalf, may reasonably request, naming such proposed additional Seller as the debtor and other similar instruments) with respect seller of Seller Receivables, the Related Security and Collections related thereto and proceeds to be sold by such proposed additional Seller, the Receivables Buyer as the secured party and purchaser thereof and the other Transferred Assets in such manner and in such jurisdictions Agent, as are assignee, or other, similar instruments or documents, as may be necessary or desirable to perfect the Company's ownership interest thereof under the Uniform Commercial Code (or any other similar law), and all other action necessaryor, in the opinion of the CompanyAgent, on the Buyer’s behalf, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect and protect the Company's ownership sale by such Seller to the Buyer of Seller Receivables, the Related Security and Collections related thereto and proceeds to be sold by such proposed additional Seller; (f) the Buyer and the Agent, on the Buyer’s behalf, shall have received search reports (i) listing all effective financing statements that name such proposed additional Seller as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (e) above and in such other jurisdictions that the Agent shall reasonably request, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (e) above or that relate to the transaction contemplated by the Transaction Documents or that relate to Liens, if any, created pursuant to the ABF Agreement; provided such Liens are released upon the sale, transfer and/or assignment of the Receivables Assets that they cover) shall cover any Seller Receivables or any Related Security or Collections related thereto or proceeds unless appropriate releases and/or termination statements with respect thereto are executed and delivered to the Buyer and the other Transferred Assets Agent), and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no such Liens; (g) such proposed additional Seller shall have delivered or transmitted to the Buyer, with respect to the Seller Receivables, a computer tape, diskette or data transmission reasonably acceptable to the Buyer showing, as of a date no later than five Business Days preceding the related Seller Addition Date, the information required to be contained in a Receivables Report as to all Seller Receivables to be transferred by such proposed additional Seller to Buyer on the related Seller Addition Date; (h) the Buyer and the Agent shall have received such customary certificates, organizational documents, good standing certificates, agreements, instruments, direction letters, consents, waivers, amendments, legal opinions or documents as reasonably requested by the Buyer or the Agent; and (i) the Buyer and the Agent shall have received duly executed copies of a Supplement to this Agreement, substantially in the form of Exhibit B, making such proposed additional Seller a “Seller” hereunder and thereunder, which Supplement shall have been duly taken; executed and consented to by the Buyer and the Agent (vii) in the Company shall have received a certificate from each Seller, dated the Seller Addition Date and signed by one case of its Responsible OfficersAgent, in form satisfactory to the Company, confirming compliance with the conditions precedent set forth in this subsection 3.3; (viii) the Company shall have received written confirmation from the Rating Agencies that the addition of the Seller will not result in a downgrade or withdrawal of the current ratings on the outstanding Certificates and consent from each Agent which shall not be unreasonably withheld; provided, however, three Sellers may be added annually without obtaining written confirmation from the Rating Agencies if (a) the added Sellers are in the same line of business as the current Sellers; (b) the Eligible Receivables of each added Seller do not represent more than five percent of the current Net Eligible Receivables; andits Discretion).

Conditions Precedent to the Addition of a Seller. No wholly owned, direct or indirect, Subsidiary or Affiliate of Stone Container Corporation Furnishings International Inc. approved by the Company as an additional Seller pursuant to subsection 8.14 Section 9.12 shall be added as a Seller hereunder unless the conditions set forth below shall have been satisfied on or before the date designated for the addition of such Seller (the "Seller Addition Date"): (i) the Company shall have received a receivables sale agreement to an Additional Seller Supplement substantially in the same effect as this Agreementform of Exhibit B hereto, duly executed and delivered by such Seller; (ii) each of the conditions precedent set forth in Section 2.08(m) of the Pooling Agreement and in any Supplement shall have been satisfied; (iii) the Company shall have received copies of duly adopted resolutions of the board Board of directors Directors of such Seller Seller, as in effect on the related Seller Addition Date and in form and substance reasonably satisfactory to the CompanyDate, authorizing this Agreement, the documents to be delivered by such Seller hereunder and the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of such Seller; (iii) the Company shall have received the certificate or articles of incorporation ; 26 Amended and by-laws of such Seller, duly certified by the Secretary or an Assistant Secretary of such Seller;Restated Receivables Sale Agreement (iv) the Company shall have received a "short-form" good standing certificate with respect to each Seller; (v) the Company shall have received duly executed certificates of the Secretary or an Assistant Secretary of such Seller Seller, dated the related Seller Addition Date Date, and in form and substance reasonably satisfactory to the Company, certifying the names and true signatures of the officers authorized on behalf of such Seller to sign the Additional Seller Supplement or any instruments or documents in connection with this Agreement Agreement; (on which certificates the Company may conclusively rely until such time as the Company shall receive from such Seller v) a revised certificate Lockbox Account with respect to Receivables to be sold by such Seller meeting shall have been established in the requirements name of this subsection (v))the Trustee; (vi) such Seller shall have filed and recorded, at its own expense, UCC-1 financing statements (and other similar instruments) with respect to the Receivables originated by such Seller and the other Transferred Receivable Assets in such manner and in such jurisdictions as are necessary or desirable to perfect the Company's ownership interest thereof under the Uniform Commercial Code (UCC and delivered evidence of such filings to the Company on or any other similar law), prior to the Seller Addition Date; and all other action necessary, in the opinion reasonable judgment of the Company, to perfect the Company's ownership of the Receivables and the other Transferred Assets originated by such Seller shall have been duly taken; (vii) the Company such Seller shall have received a certificate from each Seller, dated the Seller Addition Date and signed by one of its Responsible Officers, in form satisfactory delivered or transmitted to the Company, confirming compliance with respect to the conditions precedent set forth Receivables originated by it, a computer tape, diskette or data transmission reasonably acceptable to the Company showing, as of a date no later than five Business Days preceding the related Seller Addition Date, at least the information specified in this subsection 3.3Schedule 2 as to all Receivables to be transferred by such Seller to the Company on the related Seller Addition Date; (viii) the Company shall have received written confirmation from reports of UCC-1 and other searches of such Seller with respect to the Rating Agencies that Receivables originated by such Seller and other 27 Amended and Restated Receivables Sale Agreement Receivable Assets reflecting the addition absence of Liens thereon, except for (i) Liens created in connection with the sale by such Seller will not result in a downgrade to the Company, and by the Company to the Trust, of such Receivables and other Receivable Assets and (ii) Liens as to which the Company has received UCC termination statements to be filed on or withdrawal of prior to the current ratings on the outstanding Certificates and consent from each Agent which shall not be unreasonably withheld; provided, however, three Sellers may be added annually without obtaining written confirmation from the Rating Agencies if related Seller Addition Date; (aix) the added Sellers Company shall be satisfied that such Seller's systems, procedures and record keeping relating to the Purchased Receivables originated by such Seller are sufficient and satisfactory in order to permit the same line purchase and administration of business such Purchased Receivables in accordance with the terms and intent of this Agreement; and (x) the Company shall have received such other approvals, opinions or documents as the current Sellers; (b) the Eligible Receivables of each added Seller do not represent more than five percent of the current Net Eligible Receivables; andCompany may reasonably request.

Conditions Precedent to the Addition of a Seller. No Subsidiary or Affiliate of Stone Container Corporation SSCE approved by the Company SRC in writing as an additional Seller pursuant to subsection 8.14 clause (a) above shall be added as a Seller hereunder unless the conditions set forth below shall have been satisfied on or before the date designated for the addition of such Seller (the "“Seller Addition Date"”): (i) the Company SRC shall have received a receivables sale agreement to an additional seller supplement in substantially the same effect as this Agreementform of Exhibit B hereto (the “Additional Seller Supplement”), duly executed and delivered by such additional Seller; (ii) the Company SRC shall have received copies of duly adopted resolutions of the board of directors of such Seller as in effect on the related Seller Addition Date and in form and substance reasonably satisfactory to the CompanySRC, authorizing this Agreement, the documents to be delivered by such Seller hereunder and the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of such Seller; (iii) the Company SRC shall have received the certificate or articles of incorporation or formation and by-laws of such Seller or other organizational documents of such Seller, duly certified by the Secretary or an Assistant Secretary of such Seller; (iv) the Company SRC shall have received a "short-form" good standing certificate with respect to each Sellersuch additional Seller dated as of a date reasonably satisfactory to SRC; (v) the Company SRC shall have received duly executed certificates of the Secretary or an Assistant Secretary of such Seller dated the related Seller Addition Date and in form and substance reasonably satisfactory to the CompanySRC, certifying the names and true signatures of the officers authorized on behalf of such Seller to sign the Additional Seller Supplement or any instruments or documents in connection with this Agreement (on which certificates the Company SRC may conclusively rely until such time as the Company SRC shall receive from such Seller a revised certificate with respect to such Seller meeting the requirements of this subsection (v)); (vi) such Seller shall have filed and recorded, at its own expense, UCC-1 financing statements (and other similar instruments) with respect to the SA Receivables and the other SA Transferred Assets in such manner and in such jurisdictions as are necessary or desirable to perfect the Company's SRC’s ownership interest thereof under the Uniform Commercial Code (or any other similar law), and all other action necessary, in the opinion of the CompanySRC, to perfect the Company's SRC’s ownership of the SA Receivables and the other SA Transferred Assets shall have been duly taken;; and (vii) the Company shall have received a certificate from each Seller, dated the Seller Addition Date and signed by one of its Responsible Officers, in form satisfactory to the Company, confirming compliance with the conditions precedent set forth in this subsection 3.3; (viii) the Company SRC shall have received written confirmation from the Rating Agencies that the addition of the such additional Seller will not result in a downgrade or withdrawal of the current ratings on the any outstanding Certificates and consent from each Agent which shall not be unreasonably withheldNotes of any Series; provided, however, three Sellers may be added annually with notice to the Rating Agencies, but without obtaining written confirmation from the Rating Agencies if (a) the added Sellers are in the same line of business as the current Sellers; (b) the Eligible SA Receivables of each added Seller do not represent more than five percent of the current Net aggregate Unpaid Balances of all Eligible Receivables; andand (c) the reserves related to losses and dilutions are restated before each Seller is added to include the historical performance of the SA Receivables transferred by the added Seller.

Conditions Precedent to the Addition of a Seller. No Subsidiary or Affiliate of Stone Container Corporation Chemtura approved by the Company Buyer as an additional Seller pursuant to subsection 8.14 Section 7.01 shall be added as a Seller hereunder unless the conditions set forth below shall have been satisfied on or before the date designated for the addition of such Seller (the "“Seller Addition Date"”): (ia) the Company shall have received a receivables sale agreement to substantially Buyer and the same effect as this Agreement, duly executed and delivered by such Seller; (ii) the Company Agent shall have received copies of duly adopted resolutions of the board Board of directors Directors, members, partners or managers (as applicable) of such Seller proposed additional Seller, as in effect on the related Seller Addition Date and in form and substance reasonably satisfactory to the CompanyDate, authorizing this Agreement and the execution of a supplement to this Agreement, substantially in the form of Exhibit C hereto (“Seller Supplement”), making such proposed additional Seller a “Seller” hereunder and under any other Transaction Document, the documents to be delivered by such proposed additional Seller hereunder and under any other Transaction Document and the transactions transaction contemplated herebyhereby and thereby, certified by the Secretary or an Assistant Secretary (or similar officer) of such proposed additional Seller; (iiib) the Company shall have received Buyer and the certificate or articles of incorporation and by-laws of such Seller, duly certified by the Secretary or an Assistant Secretary of such Seller; (iv) the Company shall have received a "short-form" good standing certificate with respect to each Seller; (v) the Company Agent shall have received duly executed certificates of the Secretary or an Assistant Secretary (or similar officer) of such Seller proposed additional Seller, dated the related Seller Addition Date and in form and substance reasonably satisfactory to the CompanyDate, certifying the names and true signatures of the officers authorized on behalf of such proposed additional Seller to sign the Additional Seller Supplement or any instruments or documents in connection with the addition of such proposed additional Seller as a “Seller” under this Agreement or for purposes of any other Transaction Document; (on which certificates c) a Lock-Box Account or Deposit Account with respect to the Company may conclusively rely until Seller Receivables to be sold by such time proposed additional Seller shall have been established and approval of the Agent shall have been obtained, and a Lock-Box Agreement or Account Control Agreement, as the Company shall receive from such Seller a revised certificate appropriate, with respect to such Seller meeting the requirements of this subsection (v))Lock-Box Account or such Deposit Account shall be in effect; (vid) such Seller the Buyer and the Agent shall have filed and recorded, at its own expense, UCC-1 received executed copies of proper financing statements (Form UCC-1), in such form as the Agent, on the Buyer’s behalf, may request, naming such proposed additional Seller as the debtor and other similar instruments) with respect seller of Seller Receivables, the Related Security and Collections related thereto and proceeds to be sold by such proposed additional Seller, the Receivables Buyer as the secured party and purchaser thereof and the other Transferred Assets in such manner and in such jurisdictions Agent, as are assignee, or other, similar instruments or documents, as may be necessary or desirable to perfect the Company's ownership interest thereof under the Uniform Commercial Code (or any other similar law), and all other action necessaryor, in the opinion of the CompanyAgent, on the Buyer’s behalf, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect and protect the Company's ownership sale by such Seller to the Buyer of Seller Receivables, the Related Security and Collections related thereto and proceeds to be sold by such proposed additional Seller; (e) the Buyer and the Agent, on the Buyer’s behalf, shall have received search reports (i) listing all effective financing statements that name such proposed additional Seller as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (d) above and in such other jurisdictions that the Agent shall reasonably request, together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (d) above or that relate to the transaction contemplated by the Transaction Documents) shall cover any Seller Receivables or any Related Security or Collections related thereto or proceeds unless appropriate releases and/or termination statements with respect thereto are executed and delivered to the Buyer and the other Transferred Assets Agent), and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no such Liens; (f) such proposed additional Seller shall have delivered or transmitted to the Buyer, with respect to the Seller Receivables, a computer tape, diskette or data transmission reasonably acceptable to the Buyer showing, as of a date no later than five Business Days preceding the related Seller Addition Date, the information required to be contained in a Receivables Report as to all Seller Receivables to be transferred by such proposed additional Seller to Buyer on the related Seller Addition Date; (g) the Buyer and the Agent shall have received such certificates, organizational documents, good standing certificates, agreements, instruments, direction letters, consents, waivers, amendments, legal opinions or documents as requested by the Buyer or the Agent; and (h) the Buyer and the Agent shall have received duly executed copies of a Seller Supplement to this Agreement, substantially in the form of Exhibit C, making such proposed additional Seller a “Seller” hereunder and thereunder, which Seller Supplement shall have been duly taken; executed and consented to by the Buyer and the Agent (vii) in the Company shall have received a certificate from each Seller, dated the Seller Addition Date and signed by one case of its Responsible OfficersAgent, in form satisfactory to the Company, confirming compliance with the conditions precedent set forth in this subsection 3.3; (viii) the Company shall have received written confirmation from the Rating Agencies that the addition of the Seller will not result in a downgrade or withdrawal of the current ratings on the outstanding Certificates and consent from each Agent which shall not be unreasonably withheld; provided, however, three Sellers may be added annually without obtaining written confirmation from the Rating Agencies if (a) the added Sellers are in the same line of business as the current Sellers; (b) the Eligible Receivables of each added Seller do not represent more than five percent of the current Net Eligible Receivables; andits discretion).

Conditions Precedent to the Addition of a Seller. No Subsidiary or Affiliate of Stone Container Corporation FII approved by the Company as an additional Seller pursuant to subsection 8.14 Section 9.1 shall be added as a Seller hereunder unless the conditions set forth below shall have been satisfied on or before the date designated for the addition of such Seller (the "Seller Addition Date"): (ia) the Company shall have received a receivables sale agreement to substantially and the same effect as this Agreement, duly executed and delivered by such Seller; (ii) the Company Administrator shall have received copies of duly adopted resolutions of the board Board of directors Directors of such Seller Seller, as in effect on the related Seller Addition Date and in form and substance reasonably satisfactory to the CompanyDate, authorizing this Agreement, the execution of a supplement to this Agreement and the Seller Note, substantially in the form of Exhibit D, making such Seller a "Seller" herein and thereunder, the documents to be delivered by such Seller hereunder and under any other Transaction Document and the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of such Seller; (iiib) the Company shall have received and the certificate or articles of incorporation and by-laws of such Seller, duly certified by the Secretary or an Assistant Secretary of such Seller; (iv) the Company shall have received a "short-form" good standing certificate with respect to each Seller; (v) the Company Administrator shall have received duly executed certificates of the Secretary or an Assistant Secretary of such Seller Seller, dated the related Seller Addition Date and in form and substance reasonably satisfactory to the CompanyDate, certifying the names and true signatures of the officers authorized on behalf of such Seller to sign the Additional Seller Supplement or any instruments or documents in connection with the addition of such Seller as a "Seller" under this Agreement or any other Transaction Document; (on which certificates the Company may conclusively rely until such time as the Company shall receive from such Seller c) a revised certificate Lock-Box Account with respect to such Seller meeting the requirements of this subsection (v)); (vi) Transferred Receivables and Related Rights to be sold by such Seller shall have filed been established and recordedapproval of the Administrator has been obtained pursuant to Section 7.3(d) of the Receivables Purchase Agreement; (d) the Company and the Administrator shall have received acknowledgment copies (or other evidence of filing reasonably acceptable to the Administrator, at its own expense, UCC-1 on the Purchaser's behalf,) of (i) proper financing statements (Form UCC-1), in such form as the Administrator, on the Purchaser's behalf, may reasonably request, naming such Seller as the debtor and other similar instruments) with respect to the seller of Transferred Receivables and Related Rights to be sold by such Seller, the other Transferred Assets Company as the secured party and purchaser thereof and the Purchaser as assignee, and (ii) financing statements (Form UCC-1), in such manner form as the Administrator, on the Purchaser's behalf, may reasonably request, naming the Company as the debtor and seller of an undivided percentage interest in the Transferred Receivables and Related Rights to be sold by such jurisdictions Seller and the Purchaser as are the secured party and purchaser thereof, or other, similar instruments or documents, as may be necessary or desirable to perfect the Company's ownership interest thereof under the Uniform Commercial Code (or any other similar law), and all other action necessaryor, in the opinion of the CompanyAdministrator, on the Purchaser's behalf, desirable under the UCC or any comparable law of all appropriate jurisdictions to perfect the Companysale by such Seller to the Company of, and the Purchaser's ownership of the undivided percentage interest in, Transferred Receivables and the other Transferred Assets shall have been duly takenRelated Rights to be sold by such Seller; (viie) the Company and the Administrator, on the Purchaser's behalf, shall have received a certificate from each Sellersearch reports (i) listing all effective financing statements that name such Seller as debtor and that are filed in the jurisdictions in which filings were made pursuant to subsection (e) above and in such other jurisdictions that the Administrator shall reasonably request, dated together with copies of such financing statements (none of which (other than any of the financing statements described in subsection (e) above) shall cover any Transferred Receivables or Related Rights unless appropriate releases and/or termination statements with respect thereto are executed and delivered to the Company and the Administrator), and (ii) listing all tax liens and judgment liens (if any) filed against any debtor referred to in clause (i) above in the jurisdictions described therein and showing no such Liens; (f) such Seller Addition Date and signed by one of its Responsible Officers, in form satisfactory shall have delivered or transmitted to the Company, confirming compliance with respect to the conditions precedent set forth Transferred Receivables originated by it, a computer tape, diskette or data transmission reasonably acceptable to the Company showing, as of a date no later than five Business Days preceding the related Seller Addition Date, the information required to be contained in this subsection 3.3;a Purchase Report as to all Transferred Receivables to be transferred by such Seller to the Company on the related Seller Addition Date; and (viiig) the Company and the Administrator shall have received written confirmation from the Rating Agencies that the addition of the Seller will not result in a downgrade such other approvals, opinions or withdrawal of the current ratings on the outstanding Certificates and consent from each Agent which shall not be unreasonably withheld; provided, however, three Sellers may be added annually without obtaining written confirmation from the Rating Agencies if (a) the added Sellers are in the same line of business documents as the current Sellers; (b) Company or the Eligible Receivables of each added Seller do not represent more than five percent of Administrator, as the current Net Eligible Receivables; andcase may be, shall reasonably request.

Conditions Precedent to the Addition of a Seller. No Subsidiary or Affiliate of Stone Container Corporation LTV approved by the Company Purchaser as an additional Seller pursuant to subsection 8.14 8.13 shall be added as a Seller hereunder unless the conditions set forth below shall have been satisfied on or before the date designated for the addition of such Seller (the "Seller Addition Date"): (i) the Company Purchaser shall have received a receivables sale agreement written request to substantially the same such effect as this Agreement, duly executed and delivered by such Seller; (ii) the Company Purchaser shall have received copies of duly adopted resolutions of the board Board of directors Directors or equivalent governing body of such Seller as in effect on the related Seller Addition Date and in form and substance reasonably satisfactory to the CompanyPurchaser, authorizing the execution of a supplement to this AgreementAgreement making such Affiliate a Seller hereunder, the documents to be delivered by such Seller hereunder and the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of such Seller; (iii) the Company shall have received the certificate or articles of incorporation and by-laws of such Seller, duly certified by the Secretary or an Assistant Secretary of such Seller; (iv) the Company shall have received a "short-form" good standing certificate with respect to each Seller; (v) the Company Purchaser shall have received duly executed certificates of the Secretary or an Assistant Secretary of such Seller Seller, dated the related Seller Addition Date and in form and substance reasonably satisfactory to the CompanyPurchaser, certifying the names and true signatures of the officers authorized on behalf of such Seller to sign execute the Additional Seller Supplement or any instruments or and documents executed in connection with the addition of such Affiliate as a Seller under this Agreement Agreement; (on which certificates iv) LTV must own (directly or indirectly) at least 80% of the Company may conclusively rely until issued and outstanding capital stock or other ownership interests of such time Seller; (v) the representations and warranties made by each Seller as of the Company Effective Date shall receive from be made by such additional Seller a revised certificate as of the initial Inventory Purchase Date with respect to such additional Seller meeting the requirements and shall be true and correct as to such additional Seller in all respects as of this subsection (v))such date; (vi) such Seller the Purchaser shall have filed received secretary's certificates, UCC lien search reports, UCC financing statements, legal opinions and recorded, at its own expense, UCC-1 financing statements (and other similar instruments) with respect documentation required of the Sellers on or prior to the Receivables Effective Date and such other documentation as may be reasonably required by the other Transferred Assets in such manner and in such jurisdictions as are necessary Purchaser, the Administrative Agent or desirable to perfect the Company's ownership interest thereof under the Uniform Commercial Code (or any other similar law), and all other action necessary, in the opinion of the Company, to perfect the Company's ownership of the Receivables and the other Transferred Assets shall have been duly taken;Collateral Agent; and (vii) if, after giving effect to such addition, such Seller would be a Significant Seller, the Company Required Financing Parties shall have received a certificate from each Seller, dated the Seller Addition Date and signed by one of its Responsible Officers, approved such addition in form satisfactory to the Company, confirming compliance with the conditions precedent set forth in this subsection 3.3; (viii) the Company shall have received written confirmation from the Rating Agencies that the addition of the Seller will not result in a downgrade or withdrawal of the current ratings on the outstanding Certificates and consent from each Agent which shall not be unreasonably withheld; provided, however, three Sellers may be added annually without obtaining written confirmation from the Rating Agencies if (a) the added Sellers are in the same line of business as the current Sellers; (b) the Eligible Receivables of each added Seller do not represent more than five percent of the current Net Eligible Receivables; andwriting.