Common use of New Mortgaged Properties Clause in Contracts

New Mortgaged Properties. If requested by Administrative ------------------------ Agent, Borrower shall, and shall cause each of its Subsidiaries other than its Foreign Subsidiaries to, contemporaneously with the acquisition of any fee real Property, execute, acknowledge and deliver to Administrative Agent a Mortgage or an amendment or modification to a then existing Mortgage covering all fee real Property acquired by Borrower or any of such Subsidiaries subsequent to the Closing Date, together with evidence reasonably satisfactory to Administrative Agent and its counsel, including, without limitation, if requested by Administrative Agent, a commitment for a mortgagee policy of title insurance or a title opinion in favor of Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, that the Mortgage creates a valid, first priority Lien on the fee estate in favor of Administrative Agent, for the benefit of the Agents and the Lenders (except for Permitted Liens, if any), together with appraisals and surveys if requested by Administrative Agent. Following the date of each such acquisition of Property, if requested by Administrative Agent, Borrower shall, and shall cause each of its Subsidiaries (other than its Foreign Subsidiaries) with an interest in such Properties to, (a) deliver or cause to be delivered to Administrative Agent, a mortgagee policy of title insurance insuring the Liens of the Mortgage covering such fee real Property in an amount reasonably satisfactory to Administrative Agent on standard form policies (except for Permitted Liens, if any) and (b) provide Administrative Agent with a current environmental assessment of such Property in form and substance reasonably satisfactory to Administrative Agent.

New Mortgaged Properties. If requested by Administrative ------------------------ Agent, Borrower shallThe Loan Parties will, and shall will ------------------------ cause each of its Subsidiaries their Subsidiaries, other than its Foreign (a) Unrestricted Subsidiaries and (b) MTRC, to, contemporaneously with (i) the acquisition of any fee real PropertyProperty or (ii) the execution of any lease of real Property where Inventory of Mail-Well or any of such Subsidiaries in excess of $1,000,000 is or will be located or covering any plant or storage site, execute, acknowledge and deliver to Administrative the Agent a Mortgage or an amendment or modification to a then an existing Mortgage covering (A) all fee real Property acquired by Borrower Mail-Well or any of such Subsidiaries subsequent to the Closing Date and (B) all of Mail-Well's or any of such Subsidiaries' rights and interests as lessee, in, to and under each such real estate lease entered into subsequent to the Closing Date, together with evidence reasonably satisfactory to Administrative the Agent and its counsel, including, without limitation, if requested by Administrative the Agent, a commitment for a mortgagee policy of title insurance or a title opinion in favor of Administrative the Agent, in form and substance reasonably satisfactory to Administrative the Agent, that the Mortgage creates a valid, first priority Lien on the fee estate or leasehold estate, as the case may be, in favor of Administrative Agent, the Agent for the benefit of the Agents Agent and the Lenders (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Agent), together with appraisals and surveys if requested by Administrative the Agent; provided, however, that, with respect to -------- ------- the acquisition of any fee real Property having a fair market value of less than $500,000, Mail-Well and such Subsidiaries shall not be required to execute, acknowledge or deliver such documents unless or until fee real Property or Properties having an aggregate fair market value of $500,000 or more would be covered by any such new Mortgage or amendment or modification to an existing Mortgage. Following the date of each such acquisition of Property, if requested by Administrative the Agent, Borrower the Loan Parties shall, and shall cause each of its such Subsidiaries (other than its Foreign Subsidiaries) with an interest in such Properties to, (ai) deliver or cause to be delivered to Administrative the Agent, a mortgagee policy of title insurance insuring the Liens of the Mortgage covering such fee real Property in an amount reasonably satisfactory to Administrative the Agent on standard form policies (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Agent) and (bii) provide Administrative the Agent with a current environmental assessment of such Property in form and substance reasonably satisfactory to Administrative the Agent. In addition, with respect to each such leasehold estate, the Loan Parties will, and will cause each of such Subsidiaries to, use their best efforts to obtain either (A) waivers of landlord's Liens from each lessor or (B) landlord agreements from each lessor, in form and substance reasonably satisfactory to the Agent.

New Mortgaged Properties. If requested by Administrative ------------------------ Agent, The Borrower shall, and shall cause each of its Subsidiaries other than its Foreign Subsidiaries to, contemporaneously with the acquisition of any fee real Property, execute, acknowledge and deliver to the Administrative Agent a Mortgage or an amendment or modification to a then existing Mortgage covering all fee real Property acquired by the Borrower or any of such Subsidiaries subsequent to the Closing Date, together with evidence reasonably satisfactory to the Administrative Agent and its counsel, including, without limitation, if requested by the Administrative Agent, a commitment for a mortgagee policy of title insurance or a title opinion in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, that the Mortgage creates a valid, first priority Lien on the fee estate in favor of the Administrative Agent, for the benefit of the Agents itself and the Lenders (except for Permitted Liens, if any), together with appraisals and surveys if requested by the Administrative Agent. Following the date of each such acquisition of Property, if requested by the Administrative Agent, the Borrower shall, and shall cause each of its Subsidiaries (other than its Foreign Subsidiaries) with an interest in such Properties to, (a) deliver or cause to be delivered to the Administrative Agent, a mortgagee policy of title insurance insuring the Liens of the Mortgage covering such fee real Property in an amount reasonably satisfactory to the Administrative Agent on standard form policies (except for Permitted Liens, if any) and (b) provide the Administrative Agent with a current environmental assessment of such Property in form and substance reasonably satisfactory to the Administrative Agent.

New Mortgaged Properties. If requested by Administrative ------------------------ Agent, Borrower shall, and shall cause each of its Subsidiaries other than its Foreign Subsidiaries to, contemporaneously with the acquisition of any fee real Property, execute, acknowledge and deliver to Administrative Agent a Mortgage or an amendment or modification to a then existing Mortgage covering all fee real Property acquired by Borrower or any of such Subsidiaries subsequent to the Closing Date, together with evidence reasonably satisfactory to Administrative Agent and its counsel, including, without limitation, if requested by Administrative Agent, a commitment for a mortgagee policy of title insurance or a title opinion in favor of Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, that the Mortgage creates a valid, first priority Lien on the fee estate in favor of Administrative Agent, for the benefit of the Agents Administrative Agent and the Lenders (except for Permitted Liens, if any), together with appraisals and surveys if requested by Administrative Agent. Following the date of each such acquisition of Property, if requested by Administrative Agent, Borrower shall, and shall cause each of its Subsidiaries (other than its Foreign Subsidiaries) with an interest in such Properties to, (a) deliver or cause to be delivered to Administrative Agent, a mortgagee policy of title insurance insuring the Liens of the Mortgage covering such fee real Property in an amount reasonably satisfactory to Administrative Agent on standard form policies (except for Permitted Liens, if any) and (b) provide Administrative Agent with a current environmental assessment of such Property in form and substance reasonably satisfactory to Administrative Agent. Section 6.5 Release of Collateral. Upon any sale, transfer or other disposition of Collateral that is expressly permitted under Section 10.8 and upon five Business Days prior written request by Borrower, Administrative Agent shall execute at Borrower's expense such documents as may be necessary to evidence the release by Administrative Agent of its Liens on such Collateral being sold, transferred, or otherwise disposed of; provided, however, that (a) Administrative Agent shall not be required to release any Lien on any Collateral if a Default shall have occurred and be continuing, (b) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent's opinion, would expose Administrative Agent to liability or create any obligation not reimbursed by Borrower or entail any consequences other than the release of such Lien without recourse or warranty, and (c) such release shall not in any manner discharge, affect or impair any of the Obligations or any of Administrative Agent's Liens on any Collateral retained by Borrower or any of its Subsidiaries, including, without limitation, its Liens on the proceeds of any such sale, transfer or other disposition.

New Mortgaged Properties. If requested by Administrative ------------------------ Agent, Borrower shall, and shall cause each of its Subsidiaries other than its Foreign Subsidiaries to, contemporaneously with the acquisition of any fee real Property, execute, acknowledge and deliver to Administrative Agent a Mortgage or an amendment or modification to a then existing Mortgage covering all fee real Property acquired by Borrower or any of such Subsidiaries subsequent to the Closing Date, together with evidence reasonably satisfactory to Administrative Agent and its counsel, including, without limitation, if requested by Administrative Agent, a commitment for a mortgagee policy of title insurance or a title opinion in favor of Administrative Agent, in form and substance reasonably satisfactory to Administrative Agent, that the Mortgage creates a valid, first priority Lien on the fee estate in favor of Administrative Agent, for the benefit of the Agents and the Lenders (except for Permitted Liens, if any), together with appraisals and surveys if requested by Administrative Agent. Following the date of each such acquisition of Property, if requested by Administrative Agent, Borrower shall, and shall cause each of its Subsidiaries (other than its Foreign Subsidiaries) with an interest in such Properties to, (a) deliver or cause to be delivered to Administrative Agent, a mortgagee policy of title insurance insuring the Liens of the Mortgage covering such fee real Property in an amount reasonably satisfactory to Administrative Agent on standard form policies (except for Permitted Liens, if any) and (b) provide Administrative Agent with a current environmental assessment of such Property in form and substance reasonably satisfactory to Administrative Agent.

New Mortgaged Properties. If requested by Administrative ------------------------ Agent, The Borrower shall, and shall cause each of its Subsidiaries other than its Foreign Canadian Subsidiaries to, contemporaneously with the acquisition of any fee real Property, execute, acknowledge and deliver to Administrative the Agent a Mortgage or an amendment or modification to a then existing Mortgage covering all fee real Property acquired by the Borrower or any of such Subsidiaries subsequent to the Closing Date, together with evidence reasonably satisfactory to Administrative the Agent and its counsel, including, without limitation, if requested by Administrative the Agent, a commitment for a mortgagee policy of title insurance or a title opinion in favor of Administrative the Agent, in form and substance reasonably satisfactory to Administrative the Agent, that the Mortgage creates a valid, first priority Lien on the fee estate in favor of Administrative Agent, the Agent for the benefit of the Agents Agent and the Lenders (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Agent), together with appraisals and surveys if requested by Administrative the Agent; provided, however, that, with respect to the acquisition of any fee real Property having a fair market value of less than $100,000, the Borrower and such Subsidiaries shall not be required to execute, acknowledge or deliver such documents unless or until fee real Property or Properties having an aggregate fair market value of $100,000 or more would be covered by any such new Mortgage or amendment or modification to an existing Mortgage. Following the date of each such acquisition of Property, if requested by Administrative the Agent, the Borrower shall, and shall cause each of its Subsidiaries (other than its Foreign Canadian Subsidiaries) with an interest in such Properties to, (a) deliver or cause to be delivered to Administrative the Agent, a mortgagee policy of title insurance insuring the Liens of the Mortgage covering such fee real Property in an amount reasonably satisfactory to Administrative the Agent on standard form policies (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Agent) or, with respect to such Properties located in Canada, title opinions in form and substance reasonably satisfactory to the Agent issued by law firms reasonably satisfactory to the Agent and (b) provide Administrative the Agent with a current environmental assessment of such Property in form and substance reasonably satisfactory to Administrative the Agent.