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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in<br />

accordance with its terms) or shall be declared to be null and void or any Guarantor shall<br />

repudiate its obligations thereunder, (ii) this <strong>Agreement</strong>, the Intercreditor <strong>Agreement</strong> or any<br />

Collateral Document ceases to be in full force and effect (other than by reason of a release of<br />

Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the<br />

Obligations in accordance with the terms hereof) or shall be declared null and void, or<br />

Administrative Agent shall not have or shall cease to have a valid and perfected Lien in any<br />

Collateral purported to be covered by the Collateral Documents with the priority required by the<br />

relevant Collateral Document, in each case for any reason other than the failure of<br />

Administrative Agent or any Secured Party to take any action within its control, or (iii) any<br />

Credit Party shall contest the validity or enforceability of any Credit Document or the<br />

Intercreditor <strong>Agreement</strong> in writing or deny in writing that it has any further liability, including<br />

with respect to future advances by Lenders, under any Credit Document to which it is a party or<br />

shall contest the validity or perfection of any Lien in any Collateral purported to be covered by<br />

the Collateral Documents; or<br />

(m) Subordinated Indebtedness. Any Subordinated Indebtedness permitted<br />

hereunder or the guarantees thereof shall cease, for any reason, to be validly subordinated to the<br />

Obligations of the Credit Parties hereunder, as provided in the indenture or loan agreement<br />

governing such Subordinated Indebtedness, or any Credit Party shall so assert;<br />

then, and in every such event (other than an event with respect to the Borrower described in<br />

clause (f) or (g) of this Article VIII), and at any time thereafter during the continuance of such<br />

event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice<br />

to the Borrower, take either or both of the following actions, at the same or different times:<br />

(i) terminate the Commitments, whereupon the Commitments shall terminate immediately, and<br />

(ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case<br />

any principal not so declared to be due and payable may thereafter be declared to be due and<br />

payable), whereupon the principal of the Loans so declared to be due and payable, together with<br />

accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder,<br />

shall become due and payable immediately, without presentment, demand, protest or other notice<br />

of any kind, all of which are hereby waived by the Borrower; and in case of any event with<br />

respect to the Borrower described in clause (f) or (g) of this Article VIII, the Commitments shall<br />

automatically terminate and the principal of the Loans then outstanding, together with accrued<br />

interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall<br />

automatically become due and payable, without presentment, demand, protest or other notice of<br />

any kind, all of which are hereby waived by the Borrower. Upon the occurrence and the<br />

continuance of an Event of Default, the Administrative Agent may, and at the request of the<br />

Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent<br />

under the Credit Documents or at law or equity, including all remedies provided under the UCC.<br />

ARTICLE IX<br />

THE AGENTS.<br />

Each of the Lenders and the Issuing Banks hereby irrevocably appoints the<br />

Administrative Agent and the Co-Collateral Agents (collectively, the “Agents”) as its agents and<br />

CH\1416587.18<br />

126

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