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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enforcement of their liens, payments of Term Loan Debt in the ordinary course of business made<br />
with proceeds of the Revolving Loan Priority Collateral, shall be required to be transferred or<br />
paid over to Revolving Loan Agent for the benefit of the Revolving Loan Secured Parties.<br />
(b) So long as the Discharge of Term Loan Debt has not occurred,<br />
whether or not any Insolvency Proceeding has commenced with respect to any Grantor,<br />
Revolving Loan Agent agrees, for itself and on behalf of the other Revolving Loan Secured<br />
Parties, that any Term Loan Priority Collateral or Proceeds thereof or payment with respect<br />
thereto received by Revolving Loan Agent or any other Revolving Loan Secured Party<br />
(including any right of set-off), and including in connection with any insurance policy claim or<br />
any condemnation award (or deed in lieu of condemnation), in each case, in violation of this<br />
<strong>Agreement</strong>, shall be segregated and held in trust and promptly transferred or paid over to Term<br />
Loan Agent for the benefit of the Term Loan Secured Parties in the same form as received, with<br />
any necessary endorsements or assignments or as a court of competent jurisdiction may<br />
otherwise direct. Term Loan Agent is hereby authorized to make any such endorsements or<br />
assignments as agent for Revolving Loan Agent. This authorization is coupled with an interest<br />
and is irrevocable. Neither payments made by Grantors in respect of the Revolving Loan Debt<br />
with proceeds of loans or advances under the Term Loan Documents nor, so long as the<br />
Revolving Loan Secured Parties or the Term Loan Secured Parties have not commenced<br />
enforcement of their liens, payments of Revolving Loan Debt in the ordinary course of business<br />
made with proceeds of the Term Loan Priority Collateral, shall be required to be transferred or<br />
paid over to Term Loan Agent for the benefit of the Term Loan Secured Parties.<br />
(c) If any Grantor or any Subsidiary of any Grantor proposes to remit<br />
proceeds of Shared Collateral to an Agent (the “Payee Agent”) in connection with a Disposition<br />
and the other Agent (the “Disputing Agent”) asserts in writing to such Grantor or such<br />
Subsidiary, as applicable, and the Payee Agent that such proceeds should be remitted to the<br />
Disputing Agent instead of the Payee Agent, such Grantor or such Subsidiary, as applicable,<br />
shall be permitted to deposit the applicable funds in an escrow account pursuant to the terms of<br />
an escrow agreement reasonably satisfactory to both Agents, and such escrowed funds shall only<br />
be released either pursuant to the terms of such escrow agreement or pursuant to an order of a<br />
court of competent jurisdiction. Once any such funds are deposited in such escrow account in<br />
accordance with the terms of such escrow agreement, such funds shall no longer constitute<br />
property of such Grantor or such Subsidiary, as applicable, and shall, upon resolution of the<br />
dispute as contemplated in the immediately preceding sentence, become the property of the<br />
applicable Agent (on behalf of the Secured Parties for whom such Agent is acting) in accordance<br />
with the terms of this <strong>Agreement</strong>. Notwithstanding anything in the Revolving Loan Documents<br />
or Term Loan Documents to the contrary, (i) to the extent such Grantor or such Subsidiary, as<br />
applicable, pays any amounts to an escrow account in accordance with this Section 4.2(c), such<br />
Grantor or such Subsidiary, as applicable, shall for all purposes under the Revolving Loan<br />
Documents or the Term Loan Documents, as the case may be, be deemed to have satisfied their<br />
obligation to pay such amounts thereunder (but without in any way reducing the outstanding<br />
amount of Revolving Loan Debt or Term Loan Debt (or any accrued and unpaid interest thereon<br />
(which, for avoidance of doubt, would, pursuant to the terms thereof, continue to accrue in<br />
accordance with the applicable loan documents) until the escrowed amount is applied to the<br />
Revolving Loan Debt or the Term Loan Debt, as the case may be) and, upon final determination<br />
of the application of the escrowed amounts to the Revolving Loan Debt or the Term Loan Debt,<br />
CH\1408709.10<br />
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