Act Notice. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf
of any Lender) hereby notifies the Borrower and each other Loan Party that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the "Act"), it is required to obtain,
verify and record information that identifies each Loan Party, which information
includes the name and address of each Loan Party and other information that will
allow such Lender or the Administrative Agent, as applicable, to identify each
Loan Party in accordance with the Act. Each Loan Party agrees to provide any
such information as reasonably requested by a Lender in order to comply with the
Act.
10.18.
OTHER LIENS ON COLLATERAL; TERMS OF INTERCREDITOR AGREEMENTS; ETC.
(a)
EACH LENDER HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS
EXIST AND SHALL HEREAFTER BE CREATED ON THE COLLATERAL PURSUANT TO THE FIRST
LIEN NOTE DOCUMENTS AND SECOND LIEN NOTE DOCUMENTS, RESPECTIVELY, WHICH LIENS
SHALL BE SUBJECT TO THE TERMS AND PROVISIONS OF EACH OF THE INTERCREDITOR
AGREEMENTS. EACH OF THE INTERCREDITOR AGREEMENTS ALSO HAS OTHER PROVISIONS WHICH
ARE BINDING UPON THE LENDERS, THE HEDGE BANKS AND THE CASH MANAGEMENT BANKS.
PURSUANT TO THE EXPRESS TERMS AND PROVISIONS OF EACH OF THE INTERCREDITOR
AGREEMENTS, IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS AND PROVISIONS OF
SUCH INTERCREDITOR AGREEMENT AND ANY OF THE LOAN DOCUMENTS, THE PROVISIONS OF
SUCH INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.
(b)
EACH LENDER AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO
ENTER INTO OR OTHERWISE BECOME A PARTY TO EACH INTERCREDITOR AGREEMENT ON BEHALF
OF THE LENDERS, AND TO TAKE ALL ACTIONS (AND TO EXECUTE ALL AGREEMENTS,
DOCUMENTS AND INSTRUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY THE ADMINISTRATIVE
AGENT IN ACCORDANCE WITH THE RESPECTIVE TERMS AND PROVISIONS THEREOF.
(c)
THE PROVISIONS OF THIS SECTION 10.18 ARE NOT INTENDED TO SUMMARIZE
ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENTS.
111
REFERENCE MUST BE MADE TO EACH INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL
TERMS AND CONDITIONS THEREOF. EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN
ANALYSIS AND REVIEW OF EACH INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS
THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RESPECTIVE
AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR
ADVISABILITY OF THE PROVISIONS CONTAINED IN ANY INTERCREDITOR AGREEMENT.
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[Signature Pages Follow]
112
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their duly authorized officers as of the day and year
first above written.
BORROWER AND HOLDINGS:
APPLETON PAPERS INC., a Delaware corporation
By:
/s/ Jeffrey J. Fletcher
Name:
Jeffrey J. Fletcher
Title:
Controller
PAPERWEIGHT DEVELOPMENT CORP., a Wisconsin corporation, as Holdings
By:
/s/ Jeffrey J. Fletcher
Name:
Jeffrey J. Fletcher
Title:
Controller
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their duly