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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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Loan Agent with respect thereto. It is understood and agreed that Proceeds of Equity Interests<br />

and the Term Loan Assets Proceeds Account and the proceeds thereof shall not be subject to this<br />

Section 3.2(c) and shall constitute Term Loan Priority Collateral. Notwithstanding anything in<br />

the Revolving Loan Documents or Term Loan Documents to the contrary, no Revolving Loan<br />

Event of Default or Term Loan Event of Default shall occur as a result of any delay in paying<br />

over any such Proceeds of Shared Collateral, if such delay is caused by the failure of the<br />

Revolving Loan Agent and the Term Loan Agent to agree on the allocation of such Proceeds.<br />

3.3 Insurance and Condemnation Awards.<br />

(a) So long as the Discharge of Revolving Loan Debt has not occurred,<br />

Revolving Loan Agent and the other Revolving Loan Secured Parties shall have the sole and<br />

exclusive right, subject to the rights of Grantors under the Revolving Loan Documents, to settle<br />

and adjust claims in respect of the Revolving Loan Priority Collateral under policies of insurance<br />

and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu<br />

of condemnation in respect of the Revolving Loan Priority Collateral. So long as the Discharge<br />

of Revolving Loan Debt has not occurred, all Proceeds of any such policy in respect of the<br />

Revolving Loan Priority Collateral and any such award, or any payments in respect of the<br />

Revolving Loan Priority Collateral with respect to a deed in lieu of condemnation, shall, subject<br />

to the rights of the Grantors under the Revolving Loan Documents, (i) first, be paid to Revolving<br />

Loan Agent for the benefit of the Revolving Loan Secured Parties to the extent required under<br />

the Revolving Loan Documents, (ii) second, be paid to Term Loan Agent for the benefit of the<br />

Term Loan Secured Parties to the extent required under the applicable Term Loan Documents,<br />

and (iii) third, be paid to the owner of the subject property or as a court of competent jurisdiction<br />

may otherwise direct or may otherwise be required by applicable law. Until the Discharge of<br />

Revolving Loan Debt, if Term Loan Agent or any other Term Loan Secured Party shall, at any<br />

time, receive any Proceeds of any such insurance policy or any such award or payment, it shall<br />

pay such Proceeds over to Revolving Loan Agent in accordance with the terms of Section 4.2.<br />

(b) So long as the Discharge of Term Loan Debt has not occurred, Term<br />

Loan Agent and the other Term Loan Secured Parties shall have the sole and exclusive right,<br />

subject to the rights of Grantors under the Term Loan Documents, to settle and adjust claims in<br />

respect of the Term Loan Priority Collateral under policies of insurance and to approve any<br />

award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation<br />

in respect of the Term Loan Priority Collateral. So long as the Discharge of Term Loan Debt has<br />

not occurred, all Proceeds of any such policy in respect of the Term Loan Priority Collateral and<br />

any such award, or any payments in respect of the Term Loan Priority Collateral with respect to<br />

a deed in lieu of condemnation, shall, subject to the rights of the Grantors under the Term Loan<br />

Documents, (i) first, be paid to Term Loan Agent for the benefit of the Term Loan Secured<br />

Parties to the extent required under the applicable Term Loan Documents, (ii) second, be paid to<br />

Revolving Loan Agent for the benefit of the Revolving Loan Secured Parties to the extent<br />

required under the Revolving Loan Documents, and (iii) third, be paid to the owner of the subject<br />

property or as a court of competent jurisdiction may otherwise direct or may otherwise be<br />

required by applicable law. Until the Discharge of Term Loan Debt, if Revolving Loan Agent or<br />

any other Revolving Loan Secured Party shall, at any time, receive any Proceeds of any such<br />

insurance policy or any such award or payment, it shall pay such Proceeds over to Term Loan<br />

Agent in accordance with the terms of Section 4.2.<br />

CH\1408709.10<br />

22

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