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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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Collateral and exercise remedies thereunder, all in such order and in such manner as they may<br />

determine in the exercise of their sole discretion. Such exercise and enforcement shall include<br />

the rights of an agent appointed by them to sell or otherwise realize on or dispose of any Term<br />

Loan Priority Collateral upon foreclosure, to incur expenses in connection with such sale or other<br />

realization or disposition, and to exercise all of the rights and remedies of a secured creditor<br />

under the UCC or any similar law of any other jurisdiction outside of the United States and of a<br />

secured creditor under the Bankruptcy Laws of any applicable jurisdiction. Revolving Loan<br />

Secured Parties shall not have any right to direct any Term Loan Secured Party to exercise any<br />

right, remedy or power with respect to the Term Loan Priority Collateral and each Revolving<br />

Loan Secured Party shall have no right to consent to any exercise of remedies under the<br />

Revolving Loan Documents or applicable law in respect of any of the Term Loan Priority<br />

Collateral. No Revolving Loan Secured Party shall institute any suit or assert in any suit,<br />

bankruptcy, insolvency or other proceeding any claim against any Term Loan Secured Party<br />

seeking damages from or other relief by way of specific performance, instructions or otherwise,<br />

with respect to the Shared Collateral.<br />

(e) Notwithstanding the foregoing, each of the Term Loan Agent and<br />

the Revolving Loan Agent may:<br />

(i) file a claim or statement of interest with respect to the<br />

Revolving Loan Debt or Term Loan Debt, as the case may be; provided, that, an<br />

Insolvency Proceeding has commenced with respect to any Grantor;<br />

(ii) in the case of the Term Loan Agent, take any action in order<br />

to create, perfect, preserve or protect (but not enforce) its Lien on any of the Revolving<br />

Loan Priority Collateral, and in the case of the Revolving Loan Agent, take any action in<br />

order to create, perfect, preserve or protect (but not enforce) its Lien on any of the Term<br />

Loan Priority Collateral;<br />

(iii) file any necessary responsive or defensive pleadings in<br />

opposition to any motion, claim, adversary proceeding or other pleading made by any<br />

Person objecting to or otherwise seeking the disallowance of the claims or Liens of the<br />

Revolving Loan Secured Parties or Term Loan Secured Parties represented by it,<br />

including any claims secured by the Collateral, if any, or otherwise make any agreements<br />

or file any motions or objections pertaining to the claims or Liens of such Secured<br />

Parties, in each case in accordance with the terms of this <strong>Agreement</strong>;<br />

(iv) file any pleadings, objections, motions or agreements which<br />

assert rights or interests that are available to unsecured creditors of the Grantors<br />

including, without limitation, the commencement of an Insolvency Proceeding with<br />

respect to any Grantor, in each case, in accordance with applicable law and in a manner<br />

not inconsistent with the terms of this <strong>Agreement</strong>;<br />

(v) vote on any plan of reorganization, file any proof of claim,<br />

make other filings and make any arguments and motions that are, in each case, in<br />

accordance with the terms of this <strong>Agreement</strong>; and<br />

CH\1408709.10<br />

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