Common use of Security Interests; Further Assurances Clause in Contracts

Security Interests; Further Assurances. Promptly, upon the reasonable request of the Administrative Agent, the Collateral Trustee or any Lender, at NewPageCo’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Documents or otherwise deemed by the Administrative Agent or the Collateral Trustee reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Collateral Document. Deliver or cause to be delivered to the Administrative Agent and the Collateral Trustee from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee as the Administrative Agent and the Collateral Trustee shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Collateral Documents. Upon the exercise by the Administrative Agent, the Collateral Trustee or the Lenders of any power, right, privilege or remedy pursuant to any Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Trustee or the Lenders may be so required to obtain. If the Administrative Agent, the Collateral Trustee or the Requisite Lenders determine that they are required by law or regulation to have appraisals prepared in respect of any Real Estate Asset of any Credit Party constituting Collateral, NewPageCo shall provide to the Administrative Agent and Collateral Trustee appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral Trustee.

Security Interests; Further Assurances. Promptly, upon the reasonable request of the Administrative Agent, the Collateral Trustee Agent or any Lender, at NewPageCoBorrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Security Documents or otherwise deemed by the Administrative Agent or the Collateral Trustee Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except Liens, or obtain any consents or waivers as permitted by the applicable Collateral Documentmay be necessary or appropriate in connection therewith. Deliver or cause to be delivered to the Administrative Agent and the Collateral Trustee Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee Agent as the Administrative Agent and the Collateral Trustee Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Collateral Security Documents. Upon the exercise by the Administrative Agent, the Collateral Trustee Agent or the Lenders any Lender of any power, right, privilege or remedy pursuant to any Credit Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Trustee Agent or the Lenders such Lender may be so required to obtain. If the Administrative Agent, the Collateral Trustee or the Requisite Lenders determine that they are required by law or regulation to have appraisals prepared in respect of any Real Estate Asset of any Credit Party constituting Collateral, NewPageCo shall provide to the Administrative Agent and Collateral Trustee appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral Trusteereasonably require.

Security Interests; Further Assurances. PromptlySubject to the terms of the Intercreditor Agreement, the Borrower and each Parent Company shall, and shall cause each Loan Party to, (i) promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent, at the Collateral Trustee or any Lender, at NewPageCoBorrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Security Documents or otherwise deemed by the Administrative Agent or the Collateral Trustee Agent reasonably necessary or desirable advisable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Collateral Document. Deliver Loan Documents and (ii) deliver or cause to be delivered to the Administrative Agent and the Collateral Trustee Agent from time to time such other documentation, consents, authorizations, approvals and orders documentation in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee Agent as the Administrative Agent and the Collateral Trustee Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Collateral Security Documents. Upon the exercise by the Administrative Agent, the Collateral Trustee or the Lenders of any power, right, privilege or remedy pursuant to any Credit Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Trustee or the Lenders may be so required to obtain. If the Administrative Agent, the Collateral Trustee Agent or the Requisite Required Lenders determine that they are required by applicable law or regulation to have appraisals prepared in respect of any the Real Estate Asset Property of any Credit Loan Party constituting Collateral, NewPageCo the Borrower shall provide to the Administrative Agent and Collateral Trustee appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral TrusteeAgent.

Security Interests; Further Assurances. PromptlySubject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent, the Collateral Trustee Agent or any Lender, at NewPageCoU.S. Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Security Documents or otherwise deemed by the Administrative Agent or the Collateral Trustee Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Collateral Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Deliver or cause to be delivered to the Administrative Agent and the Collateral Trustee Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee Agent as the Administrative Agent and the Collateral Trustee Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Collateral Security Documents. Upon the exercise by the Administrative Agent, the Collateral Trustee Agent or the Required Lenders of any power, right, privilege or remedy pursuant to any Credit Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Trustee Agent or the Required Lenders may be so required to obtainrequire. If the Administrative Agent, the Collateral Trustee Agent or the Requisite Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of any the Real Estate Asset Property of any Credit Loan Party constituting Collateral, NewPageCo the Borrowers shall provide to the Administrative Agent and Collateral Trustee appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA or other applicable law and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral TrusteeAgent.

Security Interests; Further Assurances. PromptlySubject to the terms of the Intercreditor Agreement, promptly, upon the reasonable request of the Administrative Agent, the Collateral Trustee Agent or any Lender, at NewPageCothe Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Security Documents or otherwise deemed by the Administrative Agent or the Collateral Trustee Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Collateral Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Deliver or cause to be delivered to the Administrative Agent and the Collateral Trustee Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee Agent as the Administrative Agent and the Collateral Trustee Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Collateral Security Documents. Upon the exercise by the Administrative Agent, the Collateral Trustee Agent or the Required Lenders of any power, right, privilege or remedy pursuant to any Credit Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Trustee Agent or the Required Lenders may be so required to obtainrequire. If the Administrative Agent, the Collateral Trustee Agent or the Requisite Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of any the Real Estate Asset Property of any Credit Loan Party constituting Collateral, NewPageCo the Borrower shall provide to the Administrative Agent and Collateral Trustee appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA or other applicable law and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral TrusteeAgent.

Security Interests; Further Assurances. PromptlyEach Loan Party will, and will cause each of its Subsidiaries to, promptly, upon the reasonable request of the Administrative Agent, the Collateral Trustee Agent or any Lender, at NewPageCoBorrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Security Documents or otherwise deemed by the Administrative Agent or the Collateral Trustee reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Collateral Security Document, or obtain any consents or waivers as may be necessary or appropriate in connection therewith. Deliver or cause to be delivered to the Administrative Agent and the Collateral Trustee from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee as the Administrative Agent and the Collateral Trustee shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Collateral Security Documents. Upon the exercise by the Administrative Agent, the Collateral Trustee Agent or the Lenders any Lender of any power, right, privilege or remedy pursuant to any Credit Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Trustee Agent or the Lenders such Lender may be so required to obtainrequire. If the Administrative Agent, the Collateral Trustee Agent or the Requisite Required Lenders determine that they are required by law or regulation a Requirement of Law to have appraisals prepared in respect of any the Real Estate Asset Property of any Credit Loan Party constituting Collateral, NewPageCo the Borrower shall provide to the Administrative Agent and Collateral Trustee appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral TrusteeAgent.

Security Interests; Further Assurances. PromptlyAs soon as reasonably practicable, upon the reasonable request of the Administrative Agent, at the Collateral Trustee or any Lender, at NewPageCoBorrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Documents Security Documents, the Final Order or otherwise deemed by the Administrative Agent or the Collateral Trustee Required Lenders reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except Permitted Liens, or use commercially reasonable efforts to obtain any consents or waivers as permitted by the applicable Collateral Document. Deliver may be necessary or cause to be delivered to the Administrative Agent and the Collateral Trustee from time to time such other documentation, consents, authorizations, approvals and orders appropriate in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee as the Administrative Agent and the Collateral Trustee shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Collateral Documentsconnection therewith. Upon the exercise by the Administrative Agent, the Collateral Trustee Agent or the Required Lenders of any power, right, privilege or remedy pursuant to any Credit Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Trustee Agent or the Required Lenders may be so required to obtainreasonably require. If the Administrative Agent, the Collateral Trustee Agent or the Requisite Required Lenders determine that they are required by law or regulation to have appraisals prepared in respect of any the Real Estate Asset Property of any Credit Party Debtor constituting Collateral, NewPageCo the Borrower shall provide to the Administrative Agent and Collateral Trustee appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and or the Collateral TrusteeRequired Lenders.

Security Interests; Further Assurances. Promptly, upon the reasonable request of the Administrative Agent, the Collateral Trustee Agent or any Lender, at NewPageCothe applicable Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Collateral Security Documents or otherwise deemed by the Administrative Agent or the Collateral Trustee reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as permitted by the applicable Collateral Document. Deliver Security Document or this Agreement, or use commercially reasonable efforts to obtain any consents or waivers as may be reasonably necessary or appropriate in connection therewith and to deliver or cause to be delivered to the Administrative Agent and the Collateral Trustee from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee as the Administrative Agent and the Collateral Trustee shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Collateral Security Documents. Upon the exercise by the Administrative Agent, the Collateral Trustee Agent or the Lenders any Lender of any power, right, privilege or remedy pursuant to any Credit Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Collateral Trustee Agent or such Lender may require. If Agent or the Lenders may be so required to obtain. If the Administrative Agent, the Collateral Trustee or the Requisite Required Lenders determine that they are required by law or regulation a Requirement of Law to have appraisals prepared in respect of any the Real Estate Asset Property of any Credit Loan Party constituting Collateral, NewPageCo Borrowers shall provide to the Administrative Agent and Collateral Trustee appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA FIRREA, as applicable, and are otherwise in form and substance satisfactory to the Administrative Agent and the Collateral TrusteeAgent.