22.09.2015 Views

Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

which Borrower or any other Guarantor may have by reason of the order, decree or decision of<br />

any court or administrative body resulting from any such proceeding.<br />

(b) Each Guarantor acknowledges and agrees that any interest on any portion<br />

of the Guaranteed Obligations which accrues after the commencement of any case or proceeding<br />

referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases<br />

to accrue by operation of law by reason of the commencement of such case or proceeding, such<br />

interest as would have accrued on such portion of the Guaranteed Obligations if such case or<br />

proceeding had not been commenced) shall be included in the Guaranteed Obligations because it<br />

is the intention of the Guarantors and Beneficiaries that the Guaranteed Obligations which are<br />

guaranteed by the Guarantors pursuant hereto should be determined without regard to any rule of<br />

law or order which may relieve Borrower of any portion of such Guaranteed Obligations. The<br />

Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the<br />

benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of<br />

Administrative Agent in respect of, any such interest accruing after the date on which such case<br />

or proceeding is commenced.<br />

(c) In the event that all or any portion of the Guaranteed Obligations are paid<br />

by Borrower, the obligations of the Guarantors hereunder shall continue and remain in full force<br />

and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s)<br />

are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent<br />

transfer or otherwise, and any such payments which are so rescinded or recovered shall<br />

constitute Guaranteed Obligations for all purposes hereunder.<br />

SECTION 7.12 Discharge of Guaranty Upon Sale of Guarantor. If (A) all of the<br />

Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or<br />

otherwise disposed of (including by merger or consolidation) in accordance with the terms and<br />

conditions hereof or (B) if a Guarantor is designated as an Unrestricted Subsidiary in accordance<br />

with Section 5.17, then in the case of each of clauses (A) and (B), the Guaranty of such<br />

Guarantor or such successor in interest, as the case may be, hereunder shall automatically be<br />

discharged and released without any further action by any Beneficiary or any other Person<br />

effective as of the time of such Asset Sale or designation, as applicable.<br />

ARTICLE VIII<br />

EVENTS OF DEFAULT.<br />

If any of the following events (“Events of Default”) shall occur:<br />

(a) Failure to Make Payments When Due. Failure by the Borrower to pay (i)<br />

any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement<br />

when and as the same shall become due and payable, whether at the due date thereof or at a date<br />

fixed for prepayment thereof or otherwise or (ii) any interest on any Loan or any fee or any other<br />

amount (other than an amount referred to in clause (i) ) payable under this <strong>Agreement</strong>, when and<br />

as the same shall become due and payable, and such failure shall continue unremedied for a<br />

period of five days after the date due; or<br />

CH\1416587.18<br />

123

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!