Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
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After the occurrence of and during the continuation of an Event of Default, each Payee<br />
that is a Credit Party irrevocably authorizes, empowers and appoints the Term Loan Agent as<br />
such Payee’s attorney-in-fact (which appointment is coupled with an interest and is irrevocable)<br />
to demand, sue for, collect and receive every such payment or distribution and give acquittance<br />
therefor and to make and present for and on behalf of such Payee such proofs of claim and take<br />
such other action, in the Term Loan Agent’s own name or in the name of such Payee or<br />
otherwise, as the Term Loan Agent may deem necessary or advisable for the enforcement of this<br />
Promissory Note. After the occurrence of and during the continuation of an Event of Default,<br />
each Payee that is a Credit Party also agrees to execute, verify, deliver and file any such proofs<br />
of claim in respect of the Payor Indebtedness requested by the Term Loan Agent. After the<br />
occurrence of and during the continuation of an Event of Default, the Term Loan Agent may<br />
vote such proofs of claim in any such proceeding (and the applicable Payee shall not be entitled<br />
to withdraw such vote), receive and collect any and all dividends or other payments or<br />
disbursements made on Payor Indebtedness in whatever form the same may be paid or issued<br />
and apply the same on account of any of the Secured Obligations in accordance with the Term<br />
Loan Credit <strong>Agreement</strong>. After the occurrence of and during the continuation of an Event of<br />
Default, should any payment, distribution, security or other investment property or instrument or<br />
any proceeds thereof be received by any Payee that is a Credit Party upon or with respect to<br />
Payor Indebtedness owing to such Payee prior to such time as the Secured Obligations have been<br />
performed and paid in full (other than contingent indemnification obligations not due and<br />
payable) and all commitments to extend credit under any Credit Document have expired or been<br />
terminated, such Payee that is a Credit Party shall receive and hold the same for the benefit of the<br />
Secured Parties, and shall forthwith deliver the same to the Term Loan Agent, for the benefit of<br />
the Secured Parties, in precisely the form received (except for the endorsement or assignment of<br />
such Payee where necessary or advisable in the Term Loan Agent’s judgment), for application to<br />
any of the Secured Obligations in accordance with the Term Loan Credit <strong>Agreement</strong>, due or not<br />
due, and, until so delivered, the same shall be segregated from the other assets of such Payee for<br />
the benefit of the Secured Parties. After the occurrence of and during the continuation of an<br />
Event of Default, if such Payee fails to make any such endorsement or assignment to the Term<br />
Loan Agent, the Term Loan Agent or any of its officers, employees or representatives are hereby<br />
irrevocably authorized to make the same.<br />
After the occurrence of and during the continuation of a Revolving Event of Default,<br />
each Payee that is a Revolving Credit Party irrevocably authorizes, empowers and appoints the<br />
Revolving Loan Agent as such Payee’s attorney-in-fact (which appointment is coupled with an<br />
interest and is irrevocable) to demand, sue for, collect and receive every such payment or<br />
distribution and give acquittance therefor and to make and present for and on behalf of such<br />
Payee such proofs of claim and take such other action, in the Revolving Loan Agent’s own name<br />
or in the name of such Payee or otherwise, as the Revolving Loan Agent may deem necessary or<br />
advisable for the enforcement of this Promissory Note. After the occurrence of and during the<br />
continuation of a Revolving Event of Default, each Payee that is a Revolving Credit Party also<br />
agrees to execute, verify, deliver and file any such proofs of claim in respect of the Payor<br />
Indebtedness requested by the Revolving Loan Agent. After the occurrence of and during the<br />
continuation of a Revolving Event of Default, the Revolving Loan Agent may vote such proofs<br />
of claim in any such proceeding (and the applicable Payee shall not be entitled to withdraw such<br />
vote), receive and collect any and all dividends or other payments or disbursements made on<br />
Payor Indebtedness in whatever form the same may be paid or issued and apply the same on<br />
CH\1423789.4<br />
EXHIBIT K-4