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Exhibit 10.2 NewPage - Executed ABL Agreement

Exhibit 10.2 NewPage - Executed ABL Agreement

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(c) If any insurance claim includes both Revolving Loan Priority<br />

Collateral and Term Loan Priority Collateral and the insurer will not settle such claim separately<br />

with respect to Revolving Loan Priority Collateral and Term Loan Priority Collateral, if the<br />

Agents are unable after negotiating in good faith to agree on the settlement for such claim, either<br />

Agent may apply to a court of competent jurisdiction to make a determination as to the control of<br />

the settlement of such claim, and the court’s determination shall be binding upon the Agents. All<br />

proceeds of such insurance shall be remitted to the Revolving Loan Agent or Term Loan Agent,<br />

as the case may be, and each of the Term Loan Agent and Revolving Loan Agent shall cooperate<br />

(if necessary) in a reasonable manner in effecting the payment of insurance proceeds in<br />

accordance with Section 4.1 hereof. For the avoidance of doubt, Proceeds of Collateral<br />

constituting the proceeds of business interruption insurance shall (i) unless a Revolving Loan<br />

Event of Default or Term Loan Event of Default has occurred and is continuing, be returned to<br />

the applicable Grantor, (ii) (1) if a Revolving Loan Event of Default, but no Term Loan Event of<br />

Default, has occurred and is continuing, be applied to the Revolving Loan Debt then outstanding<br />

and (2) if a Term Loan Event of Default, but no Revolving Loan Event of Default, has occurred<br />

and is continuing, be applied to the Term Loan Debt then outstanding, and (iii) if a Revolving<br />

Loan Event of Default and a Term Loan Event of Default have occurred and are continuing, be<br />

applied to the Revolving Loan Debt and the Term Loan Debt on a pari passu basis based upon<br />

the Revolving Loan Debt and the Term Loan Debt then outstanding.<br />

Section 4.<br />

Payments<br />

4.1 Application of Proceeds.<br />

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

the Revolving Loan Priority Collateral or Proceeds thereof received in connection with any<br />

Disposition of, or collection on, such Revolving Loan Priority Collateral (including, without<br />

limitation, any Proceeds of Revolving Loan Priority Collateral taken or received by the Term<br />

Loan Agent or other Term Loan Secured Parties pursuant to Section 3.1(a)(i)(D)), shall, subject<br />

to the rights of Grantors under the Revolving Loan Documents, be applied in the following order<br />

of priority:<br />

(i) first, to the Revolving Loan Debt and for cash collateral as<br />

required under the Revolving Loan Documents, and in such order as specified in the<br />

applicable Revolving Loan Documents until the Discharge of Revolving Loan Debt has<br />

occurred;<br />

(ii) second, to the Term Loan Debt in such order as specified in<br />

the applicable Term Loan Documents until the Discharge of Term Loan Debt has<br />

occurred.<br />

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

Term Loan Priority Collateral or Proceeds thereof received in connection with the Disposition of,<br />

or collection on, such Term Loan Priority Collateral (including, without limitation, any Proceeds<br />

of Term Loan Priority Collateral taken or received by the Revolving Loan Agent or other<br />

Revolving Loan Secured Parties pursuant to Section 3.1(b)(i)(D)), shall, subject to the rights of<br />

Grantors under the Term Loan Documents, be applied in the following order of priority:<br />

CH\1408709.10<br />

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