Exhibit 10.2 NewPage - Executed ABL Agreement

to the relative priorities set forth in Section 2.1 and such actions or proceedings are being
pursued in good faith;
(iii) will not object to the forbearance by Term Loan Agent or the
other Term Loan Secured Parties from commencing or pursuing any foreclosure action or
proceeding or any other enforcement or exercise of any rights or remedies with respect to
any of the Term Loan Priority Collateral;
(iv) will not, so long as the Discharge of Term Loan Debt has not
occurred and except for actions otherwise permitted (x) in accordance with Section
3.1(b)(i)(D) (but subject to the provisions of Sections 4.1 and 4.2) or, (y) in accordance
with Section 6.4 but not in violation of any provision of this Agreement, take or receive
any Term Loan Priority Collateral, or any Proceeds thereof or payment with respect
thereto, in connection with the exercise of any right or remedy (including any right of
setoff) with respect to any Term Loan Priority Collateral (it being understood and agreed
that payments made by any Grantor in respect of the Revolving Loan Debt with proceeds
of loans or advances under the Term Loan Documents or, so long as the Revolving Loan
Secured Parties or Term Loan Secured Parties have not commenced enforcement of their
liens, payments made by any Grantor in respect of the Revolving Loan Debt in the
ordinary course of business with proceeds of Revolving Loan Priority Collateral shall not
constitute a breach of this Section 3.1(a)(iv));
(v) agrees that no covenant, agreement or restriction contained in
any Revolving Loan Document shall be deemed to restrict in any way the rights and
remedies of Term Loan Agent or the other Term Loan Secured Parties with respect to the
Term Loan Priority Collateral as set forth in this Agreement and the Term Loan
Documents;
(vi) will not object to the manner in which Term Loan Agent or
any other Term Loan Secured Party may seek to enforce or collect the Term Loan Debt
or the Liens of such Term Loan Secured Party on any Term Loan Priority Collateral to
the extent not in violation of this Agreement, regardless of whether any action or failure
to act by or on behalf of Term Loan Agent or any other Term Loan Secured Party is, or
could be, adverse to the interests of the Revolving Loan Secured Parties, and will not
assert, and hereby waive, to the fullest extent permitted by law, any right to demand,
request, plead or otherwise assert or claim the benefit of any marshalling, appraisal,
valuation or other similar right that may be available under applicable law with respect to
the Term Loan Priority Collateral or any other rights a junior secured creditor may have
under applicable law with respect to the matters described in this clause (vi) in respect of
Term Loan Priority Collateral; and
(vii) will not attempt, directly or indirectly, whether by judicial
proceeding or otherwise, to challenge or question the validity or enforceability of any
Term Loan Debt or any Lien of Term Loan Agent or this Agreement (other than the
challenging the characterization of any item of Collateral as Term Loan Priority
Collateral or Revolving Loan Priority Collateral or whether an asset constitutes Shared
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