Administrative Agent Uses in Mortgages, etc Clause

Mortgages, etc from Term Loan Credit Agreement

TERM LOAN CREDIT AGREEMENT (this Agreement), dated as of May 31, 2015, among TTM Technologies, Inc., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), JPMorgan Chase Bank, N.A., as administrative agent, Barclays Bank PLC, as syndication agent, and The Royal Bank of Scotland PLC and HSBC Securities (USA) Inc., as documentation agents.

Mortgages, etc. (i) The Borrower or the applicable Subsidiary Guarantor shall, with respect to each Mortgaged Property, deliver to the Administrative Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself and the Secured Parties, fully executed counterparts of Mortgages, duly executed and acknowledged by the Borrower or such Subsidiary Guarantor, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording of filing thereof and evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, with the priority required by the Intercreditor Agreement, subject to Permitted Liens, against the Mortgaged Properties purported to be covered thereby (ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the Title Insurance Company) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, or in lieu thereof, or existing surveys, together with any affidavits required by the Title Insurance Company as shall be sufficient to enable the Title Insurance Company to remove any standard survey exceptions from the Mortgaged Policies and issue customary survey-dependent endorsements to the applicable Mortgage Policy. (iii) The Administrative Agent shall have received mortgagees title insurance policies in favor of the Administrative Agent, and its successors and/or assigns, in the form necessary, with respect to the property purported to be covered by the applicable Mortgages, to insure that the interests created by the Mortgages constitute valid Liens thereon, with the priority required by the Intercreditor Agreement, free and clear of all Liens, defects and encumbrances, other than Permitted Liens, and such policies shall also include, to the extent available, all such endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Borrower or the applicable Subsidiary Guarantor of all premiums thereon (or that satisfactory arrangements for such payment have been made). The Administrative Agent shall also have received evidence satisfactory to it that all charges for mortgage recording taxes and all related expenses, if any, have been paid. (iv) The Administrative Agent shall have received (A) with respect to any Mortgaged Property that contains one or more buildings, a life-of-loan standard flood hazard determination, (B) if any of the buildings on such Mortgaged Property is located in a special flood area, a policy of flood insurance that (1) covers each such parcel and the building(s) located thereon, (2) is written in an amount that is reasonably satisfactory to the Administrative Agent and otherwise in compliance with the coverage required with respect to the particular type of property under the National Flood Insurance Act of 1968, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (C) if such Mortgaged Property is located in a special flood hazard area, confirmation that the Borrower has received the notice required pursuant to Regulation H of the Board. (v) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the Mortgaged Properties. (vi) The Administrative Agent shall have received, with respect to each of the Mortgaged Properties owned on the Closing Date, such local counsel opinions and opinions of counsel in the jurisdiction of organization of the owner of the applicable Mortgaged Properties. Notwithstanding anything to the contrary contained in this Section 5.1(k), if the Loan Parties have used commercially reasonable efforts (without undue burden and expense) to satisfy the requirements set forth in this Section 5.1(k) and such requirements are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but sh

Mortgages, etc from Credit Agreement

ABL CREDIT AGREEMENT (this Agreement), dated as of May 31, 2015, among TTM Technologies, Inc., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), JPMorgan Chase Bank, N.A., as administrative agent, Barclays Bank PLC, as syndication agent, and The Royal Bank of Scotland PLC and HSBC Securities (USA) Inc., as documentation agents.

Mortgages, etc. (i) The Borrower or the applicable Subsidiary Guarantor shall, with respect to each Mortgaged Property, deliver to the Administrative Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself and the Secured Parties, fully executed counterparts of Mortgages, duly executed and acknowledged by the Borrower or such Subsidiary Guarantor, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording of filing thereof and evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, with the priority required by the Intercreditor Agreement, subject to Permitted Liens, against the Mortgaged Properties purported to be covered thereby (ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the Title Insurance Company) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, or in lieu thereof, or existing surveys, together with any affidavits required by the Title Insurance Company as shall be sufficient to enable the Title Insurance Company to remove any standard survey exceptions from the Mortgaged Policies and issue customary survey-dependent endorsements to the applicable Mortgage Policy. (iii) The Administrative Agent shall have received mortgagees title insurance policies in favor of the Administrative Agent, and its successors and/or assigns, in the form necessary, with respect to the property purported to be covered by the applicable Mortgages, to insure that the interests created by the Mortgages constitute valid Liens thereon, with the priority required by the Intercreditor Agreement, free and clear of all Liens, defects and encumbrances, other than Permitted Liens, and such policies shall also include, to the extent available, all such endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Borrower or the applicable Subsidiary Guarantor of all premiums thereon (or that satisfactory arrangements for such payment have been made). The Administrative Agent shall also have received evidence satisfactory to it that all charges for mortgage recording taxes and all related expenses, if any, have been paid. (iv) The Administrative Agent shall have received (A) with respect to any Mortgaged Property that contains one or more buildings, a life-of-loan standard flood hazard determination, (B) if any of the buildings on such Mortgaged Property is located in a special flood area, a policy of flood insurance that (1) covers each such parcel and the building(s) located thereon, (2) is written in an amount that is reasonably satisfactory to the Administrative Agent and otherwise in compliance with the coverage required with respect to the particular type of property under the National Flood Insurance Act of 1968, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (C) if such Mortgaged Property is located in a special flood hazard area, confirmation that the Borrower has received the notice required pursuant to Regulation H of the Board. (v) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the Mortgaged Properties. (vi) The Administrative Agent shall have received, with respect to each of the Mortgaged Properties owned on the Closing Date, such local counsel opinions and opinions of counsel in the jurisdiction of organization of the owner of the applicable Mortgaged Properties. Notwithstanding anything to the contrary contained in this Section 5.1(k), if the Loan Parties have used commercially reasonable efforts (without undue burden and expense) to satisfy the requirements set forth in this Section 5.1(k) and such requirements are not satisfied as of the Closing Date, the satisfaction of such requirements shall not be a condition to the agreement of each Lender to make the initial extension of credit requested to be made by it (but sh

Mortgages, etc from Second Amended and Restated Credit Agreement

SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), dated as of September 10, 2014, among MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (MVWC), MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), Bank of America, N.A. and Deutsche Bank Securities Inc., as co-syndication agents (collectively, in such capacity, the Syndication Agents), Bank of America, N.A. and Deutsche Bank Securities Inc., as co-documentation agents (collectively, in such capacity, the Documentation Agents), and JPMORGAN CHASE BANK, N.A., as administrative agent.

Mortgages, etc. (i) The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. (ii) If the Collateral includes mortgages on land parcels (or interests therein) either (A) the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the Title Insurance Company) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, provided, however, that in no event shall maps or plats of an as-built survey be required to be furnished to the Administrative Agent or the title insurance company for non-resort or non-inventory Mortgaged Property having a tax assessment value of $500,000 or less or (B), the Administrative Agent shall have received in respect of each land parcel (or interests therein) the related public offering statement covering the land parcel and any interests therein. (iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagees title insurance policy (or policies) or marked up binder for such insurance, in each case in form and substance, and containing coverages, satisfactory to the Administrative Agent. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (iv) If the Mortgage covers any improved land parcel that is located in a Flood Area, the Administrative Agent shall have received (A) a certificate confirming flood insurance in an amount and on terms that are in compliance with Section 6.6(e) of this Agreement and (B) confirmation that the Borrower has received the notice required pursuant to Section 208.25(i) of Regulation H of the Board. (v) The Borrower shall have made available at its offices to the Administrative Agent a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the Mortgaged Properties.

Mortgages, etc from Amended and Restated Credit Agreement

AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), dated as of November 30, 2012, among MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (MVWC), MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), Bank of America, N.A. and Deutsche Bank Securities Inc., as co-documentation agents (collectively, in such capacity, the Documentation Agents), Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. as co-syndication agents (collectively, in such capacity, the Syndication Agents), and JPMORGAN CHASE BANK, N.A., as administrative agent.

Mortgages, etc. (i) The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. (ii) If the Collateral includes mortgages on land parcels (or interests therein) either (A) the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the Title Insurance Company) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, provided, however, that in no event shall maps or plats of an as-built survey be required to be furnished to the Administrative Agent or the title insurance company for non-resort or non-inventory Mortgaged Property having a tax assessment value of $500,000 or less or (B), the Administrative Agent shall have received in respect of each land parcel (or interests therein) the related public offering statement covering the land parcel and any interests therein. (iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagees title insurance policy (or policies) or marked up binder for such insurance, in each case in form and substance, and containing coverages, satisfactory to the Administrative Agent. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (iv) If the Mortgage covers any improved land parcel that is located in a Flood Area, the Administrative Agent shall have received (A) a certificate confirming flood insurance in an amount and on terms that are in compliance with Section 6.6(e) of this Agreement and (B) confirmation that the Borrower has received the notice required pursuant to Section 208.25(i) of Regulation H of the Board. (v) The Borrower shall have made available at its offices to the Administrative Agent a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the Mortgaged Properties.

Mortgages, etc from Credit Agreement

CREDIT AGREEMENT (this Agreement), dated as of November 15, 2010 and amended and restated as of September 21, 2012, among UNIVERSAL HEALTH SERVICES, INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, MIZUHO CORPORATE BANK LTD. and ROYAL BANK OF CANADA, as co-documentation agents (in such capacity, the Co-Documentation Agents), BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY, BANK OF AMERICA N.A. and SUNTRUST BANK, as co-syndication agents (in such capacity, the Co-Syndication Agents), and JPMORGAN CHASE BANK, N.A., as administrative agent.

Mortgages, etc. (i) Except to the extent provided for in Section 6.13, the Collateral Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. If requested by the Collateral Agent and except to the extent provided for in Section 6.13, the Collateral Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the Title Insurance Company) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Collateral Agent and the Title Insurance Company. (ii) Except to the extent provided for in Section 6.13, the Collateral Agent shall have received in respect of each Mortgaged Property a mortgagees title insurance policy (or policies) or marked up unconditional binder for such insurance, in each case in form and substance satisfactory to the Collateral Agent, and the Collateral Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (iii) Except to the extent provided for in Section 6.13, the Collateral Agent shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage and is located in a special flood hazard area and (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less and (B) confirmation that the Borrower has received the notice required pursuant to Section 208.25(i) of Regulation H of the Board. (iv) Except to the extent provided for in Section 6.13, the Collateral Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the Mortgaged Properties.

Mortgages, etc from Credit Agreement

CREDIT AGREEMENT (this Agreement), dated as of October [], 2011, among MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (MVWC), MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), Bank of America, N.A. and Deutsche Bank Securities Inc., as co-documentation agents (collectively, in such capacity, the Documentation Agents), Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. as co-syndication agents (collectively, in such capacity, the Syndication Agents), and JPMORGAN CHASE BANK, N.A., as administrative agent.

Mortgages, etc. (i) The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. (ii) If the Collateral includes mortgages on land parcels (or interests therein) either (A) the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the Title Insurance Company) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company or (B), the Administrative Agent shall have received in respect of each land parcel (or interests therein) the related public offering statement covering the land parcel and any interests therein. (iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagees title insurance policy (or policies) or marked up binder for such insurance, in each case in form and substance, and containing coverages, satisfactory to the Administrative Agent. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (iv) If the Mortgage covers any improved land parcel that is located in a Flood Area, the Administrative Agent shall have received (A) a certificate confirming flood insurance in an amount and on terms that are in compliance with Section 6.6(e) of this Agreement and (B) confirmation that the Borrower has received the notice required pursuant to Section 208.25(i) of Regulation H of the Board. (v) The Borrower shall have made available at its offices to the Administrative Agent a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the Mortgaged Properties.

Mortgages, etc from Credit Agreement

CREDIT AGREEMENT (this Agreement), dated as of October 16, 2008, among SPACE SYSTEMS/LORAL, INC., a Delaware corporation (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), BANK OF AMERICA, N.A., as documentation agent (in such capacity, the Documentation Agent), ING Bank N.V., as syndication agent (in such capacity, the Syndication Agent), and JPMORGAN CHASE BANK, N.A., as administrative agent.

Mortgages, etc. (i) The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. (ii) The Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the Title Insurance Company) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company. (iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagees title insurance policy (or policies) or marked up unconditional binder for such insurance, in each case in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (iv) If requested by the Administrative Agent, the Administrative Agent shall have received (A) except to the extent a Mortgaged Property is not in a special flood zone, a policy of flood insurance, if one meeting the following requirements is available on commercially reasonable terms, that (1) covers any parcel of improved real property that is encumbered by any Mortgage (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage, (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board only to the extent flood insurance is required to be obtained and the Borrower receives a copy of such notice and (C) a satisfactory policy of natural disaster insurance that (1) covers each parcel of improved real property that is encumbered by any Mortgage and (2) includes, but is not limited to, coverage for property damage resulting from earthquakes and earthquake-related events. (v) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the Mortgaged Properties.

Mortgages, etc from Credit Agreement

CREDIT AGREEMENT (this Agreement), dated as of March 7, 2007, among DOMTAR CORPORATION, a Delaware corporation, (the Parent Borrower), DOMTAR PAPER COMPANY, LLC, a Delaware limited liability company (the Subsidiary Borrower), DOMTAR INC., a Canadian corporation (the Canadian Borrower), the banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), BANK OF AMERICA, N.A., ROYAL BANK OF CANADA and THE BANK OF NOVA SCOTIA, as co-documentation agents (in such capacity, each a Co-Documentation Agent), MORGAN STANLEY SENIOR FUNDING, INC., as syndication agent (in such capacity, the Syndication Agent) and JPMORGAN CHASE BANK, N.A., as administrative agent.

Mortgages, etc. (i) The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. (ii) If requested by the Administrative Agent, either (A) the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the Title Insurance Company) shall have received maps or plats of an as-built survey of the sites of each Mortgaged Property certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company, by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company or (B) the Administrative Agent shall have received the policy referred to in clause (iii) for the applicable Mortgaged Property. None of the policies referenced in clause (iii), below, shall contain the generic exception for any state of facts a survey would show. In addition, the Administrative Agent shall have received, with respect to each Mortgaged Property designated by Administrative Agent, either (A) a location endorsement to the policy referred to in clause (iii) for such Mortgaged Property reasonably satisfactory to the Administrative Agent or (B) a high-resolution aerial photograph of such Mortgaged Property with the perimeter boundary lines of the Mortgaged Property superimposed upon it prepared by or under the supervision Bock & Clark, Smith Roberts or another survey consulting firm reasonably satisfactory to Administrative Agent which demonstrates to the reasonable satisfaction of the Administrative Agent that all material buildings structures, machinery and equipment comprising part of the Mortgaged Property are located on the land comprising part of such Mortgaged Property. (iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagees title insurance policy (or policies) or marked up unconditional binder for such insurance, in each case in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (iv) If requested by the Administrative Agent, the Administrative Agent shall have received (A) if improved real property is located in an area designated as having a specified flood hazard by the Secretary of Housing and Urban Development, a policy of flood insurance that (1) covers any parcel of improved real property that is in a flood zone encumbered by any Mortgage and (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less and (B) confirmation that the Parent Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board. (v) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the Mortgaged Properties.

Mortgages, etc from Credit Agreement

WHEREAS, the Parent and the Borrower are parties to that certain Stock Purchase Agreement dated as of August 7, 2006 by and among the Parent, the Borrower, Century Theatres, Inc. (the Target) and certain affiliates of the Target (together with any amendments, supplements or other modifications permitted hereunder, the Acquisition Agreement) pursuant to which the Borrower will acquire, by purchase or contribution, all of the issued and outstanding capital stock of the Target;

Mortgages, etc. The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property (other than any Post-Closing Date Mortgaged Property and any Specified Leasehold Mortgaged Property) executed and delivered by a duly authorized officer of each party thereto.

Mortgages, etc from Credit Agreement

CREDIT AGREEMENT (this "Agreement"), dated as of March 8, 2006, among WS MIDWAY HOLDINGS, INC., a Delaware corporation ("Holdings"), DAVE & BUSTER'S, INC., a Missouri corporation (the "Borrower"), 6131646 CANADA INC., a Canadian corporation (the "Canadian Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement (the "Lenders"), WELLS FARGO BANK, N.A. and CIT LENDING SERVICES CORPORATION, as co-documentation agents (collectively, in such capacity, the "Documentation Agents"), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the "Syndication Agent"), and JPMORGAN CHASE BANK, N.A., as administrative agent.

Mortgages, etc. i) The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. (ii) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company") shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company (the "Surveys"); provided, however, that the obligation to deliver the Surveys shall not be a condition to the initial extension of credit on the Closing Date, so long as the Borrower delivers the Surveys within 75 days after the Closing Date (or such later date as the Administrative Agent may agree). (iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance, in each case in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (iv) If requested by the Administrative Agent, the Administrative Agent shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board. (v) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents affecting the Mortgaged Properties.