Common use of Escrowed Property Clause in Contracts

Escrowed Property. (a) Simultaneously with the execution and delivery hereof, the Buyer has deposited in escrow with the Escrow Agent, share certificates, in the names of each of the Sellers representing 168,750 shares, in the aggregate, of Parent Common Stock (the "Escrowed Shares"). The 168,750 shares have been divided among the Sellers in accordance with each Seller's "Percentage of Interest" as set forth on Schedule A to the Purchase Agreement. The Escrow Agent hereby acknowledges receipt of the Escrowed Shares. (b) The Escrow Agent shall maintain custody of the Escrowed Shares, as well as the Stock Powers (as defined below) and any other securities of any kind paid as a dividend or distribution (whether regular, special or liquidating) upon the Escrowed Shares or any such other securities (collectively the "Subsequently Escrowed Securities"), in a manner consistent with the manner in which a reasonably prudent institution would maintain custody of securities owned by it. The Escrow Agent shall maintain custody of any cash paid upon the Escrowed Shares or any Subsequently Escrowed Securities, whether as a dividend or distribution (regular, special, or liquidating), and any interest earned thereon (collectively "Escrowed Funds") in an interest-bearing money market account. (c) Simultaneously with the execution and delivery hereof, each Seller has deposited with the Escrow Agent a stock power, duly executed in blank, covering the Escrowed Shares in the name of such Seller (collectively the "Stock Powers"). The Escrow Agent hereby acknowledges receipt of the Stock Powers. (d) For purposes of this Agreement, the term "Escrowed Property" shall refer to the Escrowed Shares, any Subsequently Escrowed Securities, any Escrowed Funds and the Stock Powers.

Escrowed Property. The Escrow Agent will have established an escrow account (athe “Escrow Account”) Simultaneously with on or prior to the execution and delivery hereofdate hereof (the “Issue Date”), which account will be entitled “Citibank, N.A., Agency & Trust Account for the benefit of the holders of ACCO Finance I, Inc.’s 7 5/8% Senior Subordinated Notes due 2015”. On the Issue Date, the Buyer has Initial Purchasers will deposit $342,125,000.00, representing the aggregate net proceeds from the sale of the Notes, and ACCO will deposit or cause to be deposited $10,098,958.33 (the “ACCO Contribution”), in escrow each case by wire transfer of immediately available funds with the Escrow AgentAgent (collectively, share certificates, the “Initial Deposit”) in the names of each of the Sellers representing 168,750 shares, in the aggregate, of Parent Common Stock (the "Escrowed Shares"). The 168,750 shares have been divided among the Sellers in accordance with each Seller's "Percentage of Interest" as set forth on Schedule A to the Purchase AgreementEscrow Account. The Escrow Agent hereby acknowledges receipt will maintain the Escrow Account in accordance with the terms of this Agreement. All funds, including the Escrowed Shares. (b) The Escrow Agent shall maintain custody of the Escrowed SharesInitial Deposit, as well as the Stock Powers and Permitted Investments (as defined below) accepted or held by the Escrow Agent pursuant to this Agreement, will be held in accordance with the terms of this Agreement and under the sole dominion and control of the Escrow Agent for the sole and exclusive benefit of the holders of the Notes, until disbursed in accordance with the terms hereof. Except as otherwise set forth in this Agreement to the contrary, the Escrow Agent does not have any other securities of any kind paid as a dividend or distribution (whether regular, special or liquidating) upon interest in the Escrowed Shares or any such Property but is serving as escrow agent and securities intermediary only and having only possession thereof. The foregoing property and/or funds, plus all interest, dividends and other securities distributions and payments thereon (collectively the "Subsequently “Distributions”) received by Escrow Agent, less any property and/or funds distributed or paid in accordance with this Escrow Agreement, are collectively referred to herein as “Escrowed Securities"), Property.” Each of ACCO Finance and ACCO acknowledges and agrees that until all of conditions set forth in a manner consistent Paragraph 4.A and the Indenture have been satisfied and the Escrowed Property has been released to ACCO in accordance with the manner terms hereof and thereof, neither ACCO Finance nor ACCO will have any claim to, interest in which a reasonably prudent institution would maintain custody or rights against any of securities owned by it. The Escrow Agent shall maintain custody of any cash paid upon the Escrowed Shares Property, and, until such release of the Escrowed Property, such Escrowed Property will constitute security for the Notes and will be held for the benefit of the holders of the Notes. If, notwithstanding the preceding paragraph, either ACCO Finance or ACCO has any Subsequently right or title to the Escrowed Securities, whether as a dividend or distribution (regular, special, or liquidating), and any interest earned thereon (collectively "Escrowed Funds") in an interest-bearing money market account. (c) Simultaneously with the execution and delivery hereofProperty, each Seller has deposited with of the Depositor and ACCO hereby grants to the Trustee for the benefit of the holders of the Notes, a security interest and lien on all of its rights to the Escrowed Property and Escrow Account and all amounts on deposit therein or investments credited thereto as security for the Depositors’ obligations under the Indenture and the Notes. Notwithstanding anything in this Agreement to the contrary, the Escrow Agent a stock powerwill comply with entitlement orders and instructions originated by the Trustee, duly executed in blanksubject to the terms of Paragraph 4, covering with respect to the Escrowed Shares Property without further consent of the Depositor, ACCO or any person acting or purporting to act on their behalf being required, including, without limitation, directing disposition of the funds in the name of such Seller (collectively Escrow Account; provided that the "Stock Powers"). The Trustee agrees with the Depositor and ACCO that it shall not deliver any instructions to the Escrow Agent hereby acknowledges receipt of except as in compliance with the Stock Powers. (d) For purposes other provisions of this Agreement. In addition, notwithstanding anything in this Agreement to the contrary, to the extent that ACCO has any reversionary or other right in any or all of the ACCO Contribution, the term "Escrowed Property" ACCO Contribution shall refer be deemed a contribution to the Escrowed Shares, equity of ACCO Finance and any Subsequently Escrowed Securities, any Escrowed Funds and the Stock Powerssuch reversionary or other right shall belong solely to ACCO Finance.