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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Collateral), or the validity or enforceability of the priorities, rights or obligations<br />
established by this <strong>Agreement</strong>.<br />
(c) Until the Discharge of Revolving Loan Debt has occurred, whether<br />
or not any Insolvency Proceeding has commenced with respect to any Grantor, subject to Section<br />
3.1(a)(i) hereof, the Revolving Loan Secured Parties shall have the exclusive right to commence,<br />
and if applicable, maintain the exercise of its rights and remedies with respect to the Revolving<br />
Loan Priority Collateral, including, without limitation, the exclusive right, to the extent provided<br />
for in the Revolving Loan Documents or under applicable law, to appoint an administrator or a<br />
receiver in respect of the Revolving Loan Priority Collateral, to take or retake control or<br />
possession of such Collateral and to hold, prepare for sale, process, and subject to Section 3.1(a)<br />
hereof, sell, lease, dispose of, or liquidate such Revolving Loan Priority Collateral, without any<br />
consultation with or the consent of any Term Loan Secured Party; provided that, the Lien<br />
securing the Term Loan Debt shall continue as to the Proceeds of such Collateral released or<br />
disposed of subject to the relative priorities described in Section 2 hereof. In exercising<br />
enforcement rights and remedies with respect to the Revolving Loan Priority Collateral, the<br />
Revolving Loan Secured Parties may enforce the provisions of the Revolving Loan Documents<br />
with respect to the Revolving Loan Priority Collateral and exercise remedies thereunder, all in<br />
such order and in such manner as they may determine in the exercise of their sole discretion.<br />
Such exercise and enforcement shall include the rights of an agent appointed by them to sell or<br />
otherwise realize on or dispose of any Revolving Loan Priority Collateral upon foreclosure, to<br />
incur expenses in connection with such sale or other realization or disposition, and to exercise all<br />
of the rights and remedies of a secured creditor under the UCC or any similar law of any other<br />
jurisdiction outside of the United States and of a secured creditor under the Bankruptcy Laws of<br />
any applicable jurisdiction. Term Loan Secured Parties shall not have any right to direct any<br />
Revolving Loan Secured Party to exercise any right, remedy or power with respect to the<br />
Revolving Loan Priority Collateral, and each Term Loan Secured Party shall have no right to<br />
consent to any exercise of remedies under the Revolving Loan Documents or applicable law in<br />
respect of any of the Revolving Loan Priority Collateral. No Term Loan Secured Party shall<br />
institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim<br />
against any Revolving Loan Secured Party seeking damages from or other relief by way of<br />
specific performance, instructions or otherwise, with respect to the Shared Collateral.<br />
(d) Until the Discharge of Term Loan Debt has occurred, whether or<br />
not any Insolvency Proceeding has commenced with respect to any Grantor, subject to Section<br />
3.1(b)(i) hereof, the Term Loan Secured Parties shall have the exclusive right to commence, and<br />
if applicable, maintain the exercise of its rights and remedies with respect to the Term Loan<br />
Priority Collateral, including, without limitation, the exclusive right, to the extent provided for in<br />
the Term Loan Documents or under applicable law, to appoint an administrator or a receiver in<br />
respect of the Term Loan Priority Collateral, to take or retake control or possession of such<br />
Collateral and to hold, prepare for sale, process, and subject to Section 3.1(b) hereof, sell, lease,<br />
dispose of, or liquidate such Term Loan Priority Collateral, without any consultation with or the<br />
consent of any Revolving Loan Secured Party; provided that, the Lien securing the Revolving<br />
Loan Debt shall continue as to the Proceeds of such Collateral released or disposed of subject to<br />
the relative priorities described in Section 2 hereof. In exercising enforcement rights and<br />
remedies with respect to the Term Loan Priority Collateral, the Term Loan Secured Parties may<br />
enforce the provisions of the Term Loan Documents with respect to the Term Loan Priority<br />
CH\1408709.10<br />
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