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.

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 />

18

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

Saved successfully!

Ooh no, something went wrong!