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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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(b) Each Credit Party hereby irrevocably and unconditionally submits, for itself and<br />

its property, to the nonexclusive jurisdiction of any U.S. Federal or New York State court sitting<br />

in New York, New York in any action or proceeding arising out of or relating to any Credit<br />

Documents, or for recognition or enforcement of any judgment, and each of the parties hereto<br />

hereby irrevocably and unconditionally agrees that all claims in respect of any such action or<br />

proceeding may be heard and determined in such New York State or, to the extent permitted by<br />

law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such<br />

action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the<br />

judgment or in any other manner provided by law. Nothing in this <strong>Agreement</strong> or any other<br />

Credit Document shall affect any right that the Administrative Agent, the Issuing Bank or any<br />

Lender may otherwise have to bring any action or proceeding relating to this <strong>Agreement</strong> or any<br />

other Credit Document against any Credit Party or its properties in the courts of any jurisdiction.<br />

(c) Each Credit Party hereby irrevocably and unconditionally waives, to the fullest<br />

extent it may legally and effectively do so, any objection which it may now or hereafter have to<br />

the laying of venue of any suit, action or proceeding arising out of or relating to this <strong>Agreement</strong><br />

or any other Credit Document in any court referred to in paragraph (b) of this Section. Each of<br />

the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense<br />

of an inconvenient forum to the maintenance of such action or proceeding in any such court.<br />

(d) Each party to this <strong>Agreement</strong> irrevocably consents to service of process in the<br />

manner provided for notices in Section 10.01. Nothing in this <strong>Agreement</strong> or any other Credit<br />

Document will affect the right of any party to this <strong>Agreement</strong> to serve process in any other<br />

manner permitted by law.<br />

SECTION 10.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY<br />

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLIC<strong>ABL</strong>E LAW, ANY RIGHT<br />

IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR<br />

INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER<br />

CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR<br />

THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).<br />

EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR<br />

ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR<br />

OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF<br />

LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND<br />

(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN<br />

INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE<br />

MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.<br />

SECTION 10.11 Headings. Article and Section headings and the Table of Contents<br />

used herein are for convenience of reference only, are not part of this <strong>Agreement</strong> and shall not<br />

affect the construction of, or be taken into consideration in interpreting, this <strong>Agreement</strong>.<br />

SECTION 10.12 Confidentiality. Each of the Administrative Agent, the Issuing<br />

Bank and the Lenders agrees to maintain the confidentiality of the Information (as defined<br />

below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers,<br />

employees and agents, including accountants, legal counsel and other advisors (it being<br />

CH\1416587.18<br />

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