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

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither<br />

reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to<br />

any rights or remedies of any Issuing Bank or any Lender hereunder, all letter of credit fees<br />

payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be<br />

payable to the Issuing Banks until such LC Exposure is reallocated and/or cash collateralized;<br />

and<br />

(d) so long as such Lender is a Defaulting Lender, the Swingline Lender shall<br />

not be required to fund any Swingline Loan and the Issuing Banks shall not be required to issue,<br />

amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be<br />

100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be<br />

provided by the Borrower in accordance with Section 2.20(c), and participating interests in any<br />

such newly made Swingline Loan or newly issued or increased Letter of Credit shall be allocated<br />

among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such<br />

Defaulting Lender shall not participate therein).<br />

If (i) a Bankruptcy Event with respect to the Lender Parent of any Lender shall occur<br />

following the date hereof and for so long as such event shall continue or (ii) the Issuing Banks or<br />

the Swingline Lender has a good faith belief that any Lender has defaulted in fulfilling its<br />

obligations under one or more other agreements in which such Lender commits to extend credit,<br />

no Issuing Bank shall be required to issue, amend or increase any Letter of Credit and the<br />

Swingline Lender shall not be required to fund any Swingline Loan, unless such Issuing Banks<br />

or the Swingline Lender, as the case may be, shall have entered into arrangements with the<br />

Borrower or such Lender, satisfactory to such Issuing Bank or the Swingline Lender, as the case<br />

may be, to defease any risk in respect of such Lender hereunder.<br />

In the event that each of the Administrative Agent, the Borrower, the Issuing Bank and<br />

the Swingline Lender agrees (such agreement not to be unreasonably withheld or delayed) that a<br />

Defaulting Lender has adequately remedied all matters that caused such Lender to be a<br />

Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be<br />

readjusted to reflect the inclusion of such Lender’s Commitment and on the date of such<br />

readjustment such Lender shall purchase at par such of the Loans of the other Lenders (other<br />

than Swingline Loans) as the Administrative Agent shall determine may be necessary in order<br />

for such Lender to hold such Loans in accordance with its Applicable Percentage.<br />

SECTION 2.21 Returned Payments. If after receipt of any payment which is<br />

applied to the payment of all or any part of the Obligations, the Administrative Agent or any<br />

Lender is for any reason compelled to surrender such payment or proceeds to any Person because<br />

such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined<br />

to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for<br />

any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and<br />

continued and this <strong>Agreement</strong> shall continue in full force as if such payment or proceeds had not<br />

been received by the Administrative Agent or such Lender. The provisions of this Section 2.21<br />

shall be and remain effective notwithstanding any contrary action which may have been taken by<br />

the Administrative Agent or any Lender in reliance upon such payment or application of<br />

proceeds. The provisions of this Section 2.21 shall survive the termination of this <strong>Agreement</strong>.<br />

CH\1416587.18<br />

72

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

Saved successfully!

Ooh no, something went wrong!