Board Uses in Mortgages, etc Clause

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 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, dated as of April 27, 2010, among INTERSIL CORPORATION, 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 syndication agent (in such capacity, the Syndication Agent), U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, N.A., each as a co-documentation agent (in such capacity, collectively, the Documentation Agents and each a Documentation Agent), and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the Administrative Agent) and Swingline Lender, MORGAN STANLEY & CO. INCORPORATED, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the Collateral Agent) and MORGAN STANLEY BANK, N.A., as Issuing Lender.

Mortgages, etc. (i) 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. (ii) If requested by the Collateral Agent, 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 Collateral Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Collateral Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located. (iii) 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. Each such policy shall (A) be in an amount reasonably satisfactory to the Collateral Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein and as permitted by Section 8.3; (D) name the Collateral Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Collateral Agent may reasonably request and (G) be issued by title companies reasonably satisfactory to the Collateral Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent). The Collateral 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; provided that in jurisdictions that impose mortgage recording taxes, the Security Documents shall not secure indebtedness in an amount exceeding 120% of the fair market value of the Mortgaged Property, as reasonably determined in good faith by the Loan Parties and reasonably acceptable to Collateral Agent. (iv) If requested by the Collateral Agent upon confirmation that any improved or otherwise material portion of the Mortgaged Property is located in a Special Flood Hazard Area, the Collateral Agent shall have received (A) evidence 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 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. (vi) If the Mortgaged Property is in an area prone to hurricanes and windstorms, as reasonably determined by the Collateral Agent, the Borrower shall provide windstorm insurance (including coverage for wind driven water), including business interruption co

Mortgages, etc from Credit Agreement

CREDIT AGREEMENT, dated as of March 2, 2007 among (a) VALASSIS COMMUNICATIONS, INC., a Delaware corporation (Valassis or Borrower), (b) the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), (c) BEAR, STEARNS & CO. INC., as joint bookrunner and joint lead arranger (Bear Stearns), (d) BANC OF AMERICA SECURITIES LLC, as joint bookrunner and as joint lead arranger (in such capacity, together with Bear Stearns, collectively, the Joint Lead Arrangers), (e) BANK OF AMERICA, N.A., as syndication agent (in such capacity, the Syndication Agent), (f) THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agent, JPMORGAN CHASE BANK, N.A., as co-documentation agent, GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agent (in such capacity, collectively, the Documentation Agent), and (g) BEAR STEARNS CORPORATE LENDING INC. (BSCL), as administrative agent (in such capacity, the Administrative Agent) and as collateral agent for t

Mortgages, etc. i) 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. (ii) If requested by the Collateral Agent, 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 Collateral Agent and the Title Insurance Company in a manner reasonably 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, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located. (iii) 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. Each such policy shall (A) be in an amount reasonably satisfactory to the Collateral Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein and those Liens referenced in Sections 8.3(k) and 8.3(l); (D) name the Collateral Agent for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) or 1992 ALTA Loan Policy (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Collateral Agent may reasonably request and (G) be issued by title companies reasonably satisfactory to the Collateral Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent exercised in the Collateral Agents reasonable discretion). The Collateral 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 Collateral Agent, 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, (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 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 Second Amended and Restated Credit Agreement

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 25, 2005, among TUBE CITY IMS CORPORATION, a Delaware corporation (Holdings), INTERNATIONAL MILL SERVICE, INC., a Pennsylvania corporation (IMS), TUBE CITY, LLC, a Delaware limited liability company (Tube City; IMS and Tube City, each a Borrower and collectively, the Borrowers), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), BEAR, STEARNS & CO. INC. and UBS SECURITIES LLC, as joint lead arrangers and joint bookrunners for the Revolving Credit Facility and the Second Lien Tranche C Term Loan Facility (in such capacity, the Existing Lead Arrangers), BEAR STEARNS & CO. INC. as sole lead arranger and sole bookrunner for the First Lien Tranche C Term Loan Facility (in such capacity, the First Lien Tranche C Term Loan Facility Lead Arranger; together with the Existing Lead Arranger, the Lead Arrangers), COMERICA BANK, SOVEREIGN BANK and LA SALLE BANK NA

Mortgages, etc. (i) If requested by the Administrative Agent, the Collateral Agents shall have received a Mortgage amendment (or amendment and restatement) reasonably satisfactory to the Administrative Agent with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. (ii) The Collateral Agents shall have received in respect of each Mortgaged Property a mortgagees title insurance policy (or policies), marked up unconditional binder for such insurance or an endorsement to the existing title insurance policies covering the Mortgages executed prior to the Effective Date. Each such policy or date down endorsement shall (A) be in an amount reasonably satisfactory to the Collateral Agents; (B) be issued at ordinary rates; (C) be dated as of the Effective Date and insure that the First Lien Mortgage insured thereby creates a valid first mortgage Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as permitted in Section 8.3(a) through (e) and (k), and that the Second Lien Mortgage insured thereby creates a valid second mortgage Lien on such Mortgaged Property free and of all defects and encumbrances (other than a First Lien Mortgage and except as permitted in Section 8.3 (a) through (e) and (k) of this Agreement); (D) name the Collateral Agents for the benefit of the relevant Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy -1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Collateral Agents may reasonably request and (G) be issued by title companies reasonably satisfactory to the Collateral Agents. The Collateral Agents shall have received evidence satisfactory to them 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) If any Mortgaged Property is located in a special flood hazard area as identified by the Federal Emergency Management Agency and the Mortgage with respect to such Mortgage Property is amended (or amended and restated) on the Effective Date, the Collateral Agents shall have received in connection with such Mortgaged Property (A) a policy of flood insurance that (1) covers such parcel of improved real property that is encumbered by such 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 Borrowers have received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board.

Mortgages, etc from Credit Agreement

CREDIT AGREEMENT, dated as of June 11, 2004, among PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation (Holdings), APPLETON PAPERS INC., a Delaware corporation (the Borrower), ROSE HOLDINGS LIMITED, a company organized under the laws of the United Kingdom (the UK Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement (the Lenders), BEAR, STEARNS & CO. INC. and UBS SECURITIES LLC, each as a joint lead arranger and joint bookrunner (collectively, in such capacities, the Lead Arrangers), UBS SECURITIES LLC, as syndication agent (in such capacity, the Syndication Agent), ASSOCIATED BANK, NATIONAL ASSOCIATION, LASALLE BANK NATIONAL ASSOCIATION and US BANK, NATIONAL ASSOCIATION, each as a documentation agent (collectively, in such capacities, the Documentation Agents), BEAR STEARNS CORPORATE LENDING, INC., as administrative agent (in such capacity, the 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 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, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located. (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. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by First American Title Insurance Company. 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.