Common use of Delivery and Control Clause in Contracts

Delivery and Control. (i) For each Concentration Account set forth on Schedule 3, or that any Grantor at any time opens or maintains, such Grantor shall (A) enter into and maintain a Control Agreement covering such Concentration Account, or (B) close such Concentration Account and transfer the assets held in such Concentration Account to a Concentration Account that is subject to a Control Agreement. Such Grantor shall promptly notify Collateral Agent of the opening of any new Concentration Account. Furthermore, each Grantor covenants and agrees that it shall (x) deposit all collected amounts into its existing Investment Accounts or such other Investment Accounts as it shall from time to time establish and maintain, and (y) sweep all such deposited amounts, on a daily basis, into one or more Concentration Accounts. Each Grantor further agrees that it shall not maintain any cash or other balances in any Investment Account that is not a Concentration Account except in (A) Investment Accounts the balances of which are swept into one or more Concentration Accounts as provided in clauses (x) and (y) of the immediately preceding sentence or (B) an Investment Account that is subject to a Control Agreement. Each applicable Grantor shall have entered into a Control Agreement with respect to each Concentration Account that exists on the Closing Date, as of or prior to the Closing Date. Notwithstanding the foregoing, in respect of those Investment Accounts set forth on Schedule 3 that are not subject to a Control Agreement as of the Closing Date (other than any Concentration Account that exists on the Closing Date, which shall be subject to the requirements of the immediately preceding sentence), no later than 30 days after the Closing Date (or such later date as consented to by Collateral Agent) such Grantor shall either (i) enter into a Control Agreement covering such Investment Account or (ii) close such Investment Account and transfer the assets held in such Investment Account to an Investment Account that is subject to a Control Agreement. (ii) Upon the occurrence and during the continuation of an Event of Default, Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations. (iii) Collateral Agent agrees that, so long as no Event of Default shall have occurred and be continuing, it shall not deliver any notice of sole control, direction to transfer funds, money or investments, direction to limit the access of any Grantor to any funds, money or investments or similar directions in respect of any Investment Account or Investment Related Property.

Delivery and Control. (i) For each Concentration With respect to any Investment Accounts consisting of Securities Accounts or Securities Entitlements, it shall cause the securities intermediary maintaining such Securities Account set forth on Schedule 3or Securities Entitlement to enter into an agreement substantially in the form of Exhibit C hereto (or otherwise reasonably acceptable to the Collateral Agent) pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property that is a “Deposit Account,” it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit D hereto (or otherwise reasonably acceptable to the Collateral Agent) (a “Deposit Account Control Agreement”), or pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the common law), subject to the terms of the Intercreditor Agreement, and “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account; provided that any Grantor at any time opens or maintains, such Grantor the Grantors shall not be required to comply with this sentence with respect to Deposit Accounts that (A) enter into and maintain a Control Agreement covering such Concentration Account, are used exclusively to fund payroll or (B) close such Concentration Account and transfer the assets held in such Concentration Account to a Concentration Account that is subject to a Control Agreement. Such Grantor shall promptly notify Collateral Agent of the opening of any new Concentration Account. Furthermore, each Grantor covenants and agrees that it shall (x) deposit all collected amounts into its existing Investment Accounts or such other Investment Accounts as it shall from time to time establish and maintain, and (y) sweep have an aggregate balance for all such deposited amounts, on a daily basis, into one Deposit Accounts of $5,000,000 or more Concentration Accountsless. Each Grantor further agrees that it shall not maintain any cash or other balances in any Investment Account that is not a Concentration Account except in (A) Investment Accounts Subject to the balances of which are swept into one or more Concentration Accounts as provided in clauses (x) and (y) of proviso to the immediately preceding sentence or (B) an Investment Account that is subject to a Control Agreement. Each applicable sentence, each Grantor shall have entered into a Control Agreement such control agreement or agreements with respect to: (i) subject to each Concentration Account clause (iii) below, any Securities Accounts, Securities Entitlements or Deposit Accounts that exists exist on the Closing Date, as of or prior to the Closing Date. Notwithstanding the foregoing, in respect of those Investment (ii) any Securities Accounts, Securities Entitlements or Deposit Accounts set forth on Schedule 3 that are not subject to a Control Agreement as of the Closing Date (other than any Concentration Account that exists on created or acquired after the Closing Date, which shall be subject as of or prior to the requirements deposit or transfer of the immediately preceding sentence)any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts and (iii) no later than 30 ninety (90) days after the Closing Date (as such date may be extended by the Administrative Agent), any Securities Accounts, Securities Entitlements or such later date as consented Deposit Accounts to by Collateral Agent) the extent held at a financial institution located in Canada. If any Grantor fails to comply with this covenant with respect to Deposit Accounts, such Grantor shall have ten (10) days to either (ix) transfer funds in an amount sufficient to bring such Grantor into compliance with this covenant from Deposit Accounts not covered by Deposit Account Control Agreements to Deposit Accounts covered by Deposit Account Control Agreements or (y) enter into a one or more Deposit Account Control Agreements with the Collateral Agent and the depository institutions at which such Deposit Accounts are not covered by Deposit Account Control Agreements maintained in accordance with the provisions of this Section 4.4.4(c) such that Grantors will then be in compliance with this covenant. Failure to comply within such ten (10) day period shall constitute an Event of Default. Reference is hereby made to that certain Blocked Account Control Agreement, dated as of May 2, 2005, by and among NewPageCo, JPMorgan Chase Bank, N.A., in its capacity as Collateral Agent for the Revolving Credit Claimholders (as defined in the Intercreditor Agreement), including its successors and assigns from time to time (the “Revolving Credit Agent”), and The Bank of New York, in its capacity as Priority Lien Collateral Trustee for the Priority Lien Claimholders (as defined in the Intercreditor Agreement), including its successors and assigns from time to time (the “Priority Lien Collateral Trustee”; and together with the Revolving Credit Agent, the “Collateral Lien Holders”) and JPMorgan Chase Bank, N.A as the Depository, entered into with respect to the post office box and Deposit Accounts identified therein (the “2005 Deposit Account Control Agreement”). NewPageCo and the other Grantors party hereto hereby agree and acknowledge that the 2005 Deposit Account Control Agreement covering such Investment shall be deemed to constitute a “Deposit Account or (ii) close such Investment Account and transfer the assets held in such Investment Account to an Investment Account that is subject to a Control Agreement” that has been executed and delivered in connection with this Agreement in order to perfect the security interest granted to the Collateral Agent (for the benefit of itself and the other Secured Parties) hereunder. (ii) In addition to the foregoing, if any issuer of any Investment Related Property included in the Collateral is located in a jurisdiction outside of the United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the laws of such issuer’s jurisdiction to insure the validity, perfection and priority of the security interest of the Collateral Agent, unless the Collateral Agent, in its reasonable judgment, determines that the cost of such actions is excessive relative to the value of such Investment Related Property or that such actions would materially interfere with the Grantor’s ability to use a Securities Account or Deposit Account in the ordinary course of business. Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the such Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any such Investment Related Property for certificates or instruments of smaller or larger denominations. (iii) Collateral Agent agrees that, so long as no Event of Default shall have occurred and be continuing, it shall not deliver any notice of sole control, direction to transfer funds, money or investments, direction to limit the access of any Grantor to any funds, money or investments or similar directions in respect of any Investment Account or Investment Related Property.

Delivery and Control. (i) For each Concentration Account Subject to the terms of the Intercreditor Agreement, with respect to any Investment Related Property consisting of Securities Accounts carrying a positive balance or Securities Entitlements set forth on Schedule 34.4, it shall cause the securities intermediary maintaining such Securities Account or that any Grantor at any time opens or maintains, such Grantor shall (A) Securities Entitlement to enter into and maintain a Control Agreement covering an agreement substantially in the form of Exhibit C hereto pursuant to which it shall agree to comply with the Collateral Agent's "entitlement orders" without further consent by such Concentration AccountGrantor. Subject to the terms of the Intercreditor Agreement, or (B) close such Concentration Account and transfer the assets held in such Concentration Account with respect to a Concentration Account any Investment Related Property that is subject a "Deposit Account," having a balance in excess of $400,000, it shall cause the depositary institution maintaining such account to a Control Agreement. Such Grantor shall promptly notify enter into an agreement substantially in the form of Exhibit D hereto, pursuant to which the Collateral Agent shall have both sole dominion and control over such Deposit Account (within the meaning of the opening common law) and "control" (within the meaning of any new Concentration Section 9-104 of the UCC) over such Deposit Account. Furthermore, each Grantor covenants and agrees that it shall (x) deposit all collected amounts into its existing Investment Accounts or such other Investment Accounts as it shall from time to time establish and maintain, and (y) sweep all such deposited amounts, on a daily basis, into one or more Concentration Accounts. Each Grantor further agrees that it shall not maintain any cash or other balances in any Investment Account that is not a Concentration Account except in (A) Investment Accounts the balances of which are swept into one or more Concentration Accounts as provided in clauses (x) and (y) of the immediately preceding sentence or (B) an Investment Account that is subject to a Control Agreement. Each applicable Grantor shall have entered into a Control Agreement such control agreement or agreements with respect to each Concentration Account to: (i) any Securities Accounts carrying a positive balance, Securities Entitlements or Deposit Accounts that exists exist on the Closing DateCredit Date and that have a balance in excess of $400,000, as of or prior to the Closing DateCredit Date and (ii) any Securities Accounts carrying a positive balance, Securities Entitlements SECOND LIEN PLEDGE AND SECURITY AGREEMENT EXECUTION or Deposit Accounts that are created or acquired after the Credit Date having a balance in excess of $400,000, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts or Deposit Accounts. Notwithstanding In addition to the foregoing, if any issuer of any Investment Related Property is located in respect of those Investment Accounts set forth on Schedule 3 that are not subject to a Control Agreement as jurisdiction outside of the Closing Date (other than any Concentration Account that exists United States, each Grantor shall take such additional actions, including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be necessary or advisable, under the Closing Datelaws of such issuer's jurisdiction to insure the validity, which shall be subject to the requirements perfection and priority of the immediately preceding sentence), no later than 30 days after security interest of the Closing Date (or such later date as consented to by Collateral Agent) such Grantor shall either (i) enter into a Control Agreement covering such Investment Account or (ii) close such Investment Account and transfer the assets held in such Investment Account to an Investment Account that is subject to a Control Agreement. (ii) . Upon the occurrence and during the continuation of an Event of Default, subject to the terms of the Intercreditor Agreement, the Collateral Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent. In addition, the Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations. (iii) Collateral Agent agrees that, so long as no Event of Default shall have occurred and be continuing, it shall not deliver any notice of sole control, direction to transfer funds, money or investments, direction to limit the access of any Grantor to any funds, money or investments or similar directions in respect of any Investment Account or Investment Related Property.