Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
Exhibit 10.2 NewPage - Executed ABL Agreement
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Loan Agent with respect thereto. It is understood and agreed that Proceeds of Equity Interests<br />
and the Term Loan Assets Proceeds Account and the proceeds thereof shall not be subject to this<br />
Section 3.2(c) and shall constitute Term Loan Priority Collateral. Notwithstanding anything in<br />
the Revolving Loan Documents or Term Loan Documents to the contrary, no Revolving Loan<br />
Event of Default or Term Loan Event of Default shall occur as a result of any delay in paying<br />
over any such Proceeds of Shared Collateral, if such delay is caused by the failure of the<br />
Revolving Loan Agent and the Term Loan Agent to agree on the allocation of such Proceeds.<br />
3.3 Insurance and Condemnation Awards.<br />
(a) So long as the Discharge of Revolving Loan Debt has not occurred,<br />
Revolving Loan Agent and the other Revolving Loan Secured Parties shall have the sole and<br />
exclusive right, subject to the rights of Grantors under the Revolving Loan Documents, to settle<br />
and adjust claims in respect of the Revolving Loan Priority Collateral under policies of insurance<br />
and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu<br />
of condemnation in respect of the Revolving Loan Priority Collateral. So long as the Discharge<br />
of Revolving Loan Debt has not occurred, all Proceeds of any such policy in respect of the<br />
Revolving Loan Priority Collateral and any such award, or any payments in respect of the<br />
Revolving Loan Priority Collateral with respect to a deed in lieu of condemnation, shall, subject<br />
to the rights of the Grantors under the Revolving Loan Documents, (i) first, be paid to Revolving<br />
Loan Agent for the benefit of the Revolving Loan Secured Parties to the extent required under<br />
the Revolving Loan Documents, (ii) second, be paid to Term Loan Agent for the benefit of the<br />
Term Loan Secured Parties to the extent required under the applicable Term Loan Documents,<br />
and (iii) third, be paid to the owner of the subject property or as a court of competent jurisdiction<br />
may otherwise direct or may otherwise be required by applicable law. Until the Discharge of<br />
Revolving Loan Debt, if Term Loan Agent or any other Term Loan Secured Party shall, at any<br />
time, receive any Proceeds of any such insurance policy or any such award or payment, it shall<br />
pay such Proceeds over to Revolving Loan Agent in accordance with the terms of Section 4.2.<br />
(b) So long as the Discharge of Term Loan Debt has not occurred, Term<br />
Loan Agent and the other Term Loan Secured Parties shall have the sole and exclusive right,<br />
subject to the rights of Grantors under the Term Loan Documents, to settle and adjust claims in<br />
respect of the Term Loan Priority Collateral under policies of insurance and to approve any<br />
award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation<br />
in respect of the Term Loan Priority Collateral. So long as the Discharge of Term Loan Debt has<br />
not occurred, all Proceeds of any such policy in respect of the Term Loan Priority Collateral and<br />
any such award, or any payments in respect of the Term Loan Priority Collateral with respect to<br />
a deed in lieu of condemnation, shall, subject to the rights of the Grantors under the Term Loan<br />
Documents, (i) first, be paid to Term Loan Agent for the benefit of the Term Loan Secured<br />
Parties to the extent required under the applicable Term Loan Documents, (ii) second, be paid to<br />
Revolving Loan Agent for the benefit of the Revolving Loan Secured Parties to the extent<br />
required under the Revolving Loan Documents, and (iii) third, be paid to the owner of the subject<br />
property or as a court of competent jurisdiction may otherwise direct or may otherwise be<br />
required by applicable law. Until the Discharge of Term Loan Debt, if Revolving Loan Agent or<br />
any other Revolving Loan Secured Party shall, at any time, receive any Proceeds of any such<br />
insurance policy or any such award or payment, it shall pay such Proceeds over to Term Loan<br />
Agent in accordance with the terms of Section 4.2.<br />
CH\1408709.10<br />
22